UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 3, 2017
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 01-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
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(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-2 of this
chapter.
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]
1
Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2015 the Company signed a funding agreement (the
"Agreement") with a company established by Lake Whillans Litigation Finance,
LLC, a firm specializing in funding litigation expenses. Pursuant to the
Agreement, Lake Whillans Vehicle I, LLC will provide the Company with up to
$5,000,000 in funding for litigation expenses to support its $50,000,000
arbitration claims against its former clinical research organization inVentiv
Health Clinical, LLC (f/k/a PharmaNet LLC and PharmaNet GmbH (f/k/a PharmaNet
AG). The funding was to pay the expenses of the ongoing arbitration. Details of
the Agreement, as well as the Agreement itself, were provided in an 8-K report
dated October 12, 2015 filed with the Securities and Exchange Commission.
On October 3, 2017, the Company and Lake Whillans agreed to amend the
Agreement. The Amendment to the Agreement, which was effective August 2, 2017,
provides that any proceeds the Company receives from the arbitration will be
paid as follows:
(i) The first $5,000,000 will be paid to Lake Whillans;
(ii) Lake Whillans will receive any proceeds from the arbitration
between $5,000,000 and $10,000,001, less up to $250,000 to be paid
to the attorneys representing the Company in the arbitration
proceeding; and
(iii) any proceeds remaining after payment of the amounts required
pursuant to sections (i) and (ii) above will be paid as follows:
81.25% to the Company; 11.25% to Lake Whillans and 7.5% to the
attorneys representing the Company in the arbitration proceeding.
Any amounts to be paid to Lake Whillans and/or the Attorneys will only be
paid from any amounts the Company receives from the arbitration.
The foregoing summary of the Amendment is qualified in all respects to the
Amendment itself which is filed as an exhibit to this report.
Item 9.01 Financial Statements Exhibits.
Number Description
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10 (www) Amendment No. 1 to Assignment of Proceeds and Investment Agreement
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 5, 2017
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten
Chief Executive Officer