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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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CEL-SCI
CORPORATION
(Name of Registrant as Specified In Its Charter)
___________________________________
|
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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CEL-SCI CORPORATION
8229 Boone Blvd., Suite 802
Vienna, Virginia 22l82
(703) 506-9460
Attached
are CEL-SCI’s 2019 Non-Qualified Stock Option Plan and 2019
Stock Compensation Plan which CEL-SCI’s shareholders are
being asked to consider and approve at the Annual
Shareholders’ Meeting.
CEL-SCI CORPORATION
2019 NON-QUALIFIED STOCK OPTION PLAN
l.
Purpose. This Non-Qualified
Stock Option Plan (the "Plan") is intended to advance the interests
of CEL-SCI Corporation (the “Company”) and its
shareholders, by encouraging and enabling selected officers,
directors, consultants and key employees upon whose judgment,
initiative and effort the Company is largely dependent for the
successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.
Options granted under the Plan are intended to be Options which do
not meet the requirements of Section 422 of the Internal Revenue
Code of 1954, as amended (the "Code").
(a)
"Board" means the
Board of Directors of the Company.
(b)
"Committee" means
the directors duly appointed to administer the Plan.
(c)
"Common Stock"
means the Company's Common Stock.
(d)
"Date of Grant"
means the date on which an Option is granted under the
Plan.
(e)
"Option" means an
Option granted under the Plan.
(f)
"Optionee" means a
person to whom an Option, which has not expired, has been granted
under the Plan.
(g)
"Successor" means
the legal representative of the estate of a deceased optionee or
the person or persons who acquire the right to exercise an Option
by bequest or inheritance or by reason of the death of any
Optionee.
3.
Administration of Plan. The
Plan shall be administered by the Company's Board of Directors or
in the alternative, by a committee of two or more directors
appointed by the Board (the "Committee"). If a Committee should be
appointed, the Committee shall report all action taken by it to the
Board. The Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan, to determine the
individuals to whom and the time or times at which Options shall be
granted and the number of shares and purchase price of Common Stock
covered by each Option; to construe and interpret the Plan; to
determine the terms and provisions of the respective Option
agreements, which need not be identical, including, but without
limitation, terms covering the payment of the Option Price; and to
make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan.
All such actions and determinations shall be conclusively binding
for all purposes and upon all persons.
4.
Common Stock Subject to
Options. The aggregate number of shares of the Company's
Common Stock which may be issued upon the exercise of Options
granted under the Plan shall not exceed 3,000,000. The shares of
Common Stock to be issued upon the exercise of Options may be
authorized but unissued shares, shares issued and reacquired by the
Company or shares bought on the market for the purposes of the
Plan. In the event any Option shall, for any reason, terminate or
expire or be surrendered without having been exercised in full, the
shares subject to such Option but not purchased thereunder shall
again be available for Options to be granted under the
Plan.
5.
Participants. Options may be
granted under the Plan to employees, directors and officers, and
consultants or advisors to the Company (or the Company’s
subsidiaries), provided however that bona fide services shall be
rendered by such consultants or advisors and such services must not
be in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s
securities.
6.
Terms and Conditions of
Options. Any Option granted under the Plan shall be
evidenced by an agreement executed by the Company and the recipient
and shall contain such terms and be in such form as the Committee
may from time to time approve, subject to the following limitations
and conditions:
(a)
Option Price. The Option Price
per share with respect to each Option shall be determined by the
Committee. The option price of any
options granted pursuant to the Plan may not be changed, except in
the case of stock splits, reorganizations or
recapitalizations.
(b)
Period of Option. The period
during which each option may be exercised, and the expiration date
of each Option shall be fixed by the Committee, but,
notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of
Grant.
(c)
Vesting of Shareholder Rights.
Neither an Optionee nor his successor shall have any rights as a
shareholder of the Company until the certificates evidencing the
shares purchased are properly delivered to such Optionee or his
successor.
(d)
Exercise of Option. Each Option
shall be exercisable from time to time during a period (or periods)
determined by the Committee, and ending upon the expiration or
termination of the Option; provided, however, (1) the Committee
may, by the provisions of any Option Agreement, limit the number of
shares purchasable thereunder in any period or periods of time
during which the Option is exercisable, and (2) no option may be
exercised until one year after the date of grant.
(e)
Nontransferability of Option.
No Option shall be transferable or assignable by an Optionee,
otherwise than by will or the laws of descent and distribution and
each Option shall be exercisable, during the Optionee’s
lifetime, only by him. No Option shall be pledged or hypothecated
in any way and no Option shall be subject to execution, attachment,
or similar process except with the express consent of the
Committee.
(f)
Death of Optionee. In the event
of the death of an Optionee, an option theretofore granted to the
Optionee shall be exercisable only (i) by the person or persons to
whom the Optionee’s rights under the option shall pass by the
Optionee’s will or by the laws of descent and distribution;
and (ii) if and only to the extent that the Optionee was entitled
to exercise the option at the date of death.
(g)
Payment for Options. The
Corporation is not required to pay
cash for an option under any circumstances.
7.
Reclassification, Consolidation, or
Merger. If and to the extent that the number of issued
shares of Common Stock of the Corporation shall be increased or
reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the
number of shares which may be issued upon the exercise of any
Options which may be granted pursuant to this Plan, the number of
shares issuable upon the exercise of any Option previously granted
and the Exercise Price of any Option previously granted, shall be
proportionately adjusted by the Committee, whose determination
shall be conclusive. If the Corporation is reorganized or
consolidated or merged with another corporation, an Optionee
granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject
to the same conditions. The new Option or assumption of the old
Option shall not give Optionee additional benefits which he did not
have under the old Option, or deprive him of benefits which he had
under the old Option.
8.
Restrictions on Issuing Shares.
The exercise of each Option shall be subject to the condition that
if at any time the Company shall determine in its discretion that
the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any
securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares purchased thereto, then in
any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
Unless
the shares of stock covered by the Plan have been registered with
the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of l933, each optionee shall, by accepting an
option, represent and agree, for himself and his transferrees by
will or the laws of descent and distribution, that all shares of
stock purchased upon the exercise of the option will be acquired
for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to
exercise the same shall, upon request of the Company, furnish
evidence satisfactory to the Company (including a written and
signed representation) to the effect that the shares of stock are
being acquired in good faith for investment and not for resale or
distribution. Furthermore, the Company may, if it deems
appropriate, affix a legend to certificates representing shares of
stock purchased upon exercise of options indicating that such
shares have not been registered with the Securities and Exchange
Commission and may so notify the Company's transfer agent. Such
shares may be disposed of by an optionee in the following manner
only: (l) pursuant to an effective registration statement covering
such resale or reoffer, (2) pursuant to an applicable exemption
from registration as indicated in a written opinion of counsel
acceptable to the Company, or (3) in a transaction that meets all
the requirements of Rule l44 of the Securities and Exchange
Commission. If shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission, no such
restrictions on resale shall apply, except in the case of optionees
who are directors, officers, or principal shareholders of the
Company. Such persons may dispose of shares only by one of the
three aforesaid methods.
9.
Use of Proceeds. The proceeds
received by the Company from the sale of Common Stock pursuant to
the exercise of Options granted under the Plan shall be added to
the Company's general funds and used for general corporate
purposes.
10.
Amendment, Suspension, and Termination
of Plan. The Board of Directors may alter, suspend, or
discontinue the Plan at any time.
Unless
the Plan shall theretofore have been terminated by the Board, the
Plan shall terminate ten years after the adoption of the Plan. No
Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without an Optionee’s consent, alter or
impair any of the rights or obligations under any Option
theretofore granted to such Optionee under the Plan.
11.
Limitations. Every right of
action by any person receiving options pursuant to this Plan
against any past, present or future member of the Board, or any
officer or employee of the Company arising out of or in connection
with this Plan shall, irrespective of the place where such action
may be brought and irrespective of the place of residence of any
such director, officer or employee cease and be barred by the
expiration of one year from the date of the act or omission in
respect of which such right of action arises.
l2.
Governing Law. The Plan shall
be governed by the laws of the State of Colorado.
13.
Expenses of Administration. All
costs and expenses incurred in the operation and administration of
this Plan shall be borne by the Company.
CEL-SCI CORPORATION
2019 STOCK COMPENSATION PLAN
CEL-SCI
Corporation (“the Company”) hereby adopts this Stock
Compensation Plan. All officers, directors and employees of the
Company, as well as consultants to the Company (collectively the
“Participants”), will be eligible to participate in the
Plan, provided however that services provided by consultants cannot
be in connection with the offer or sale of securities in a
capital-raising transaction or promoting the Company’s common
stock. Pursuant to the provisions of the Plan, Participants may
agree to receive shares of the Company's common stock in lieu of
all or part of the compensation owed to them by the
Company.
1.
Up to 500,000
shares of common stock are reserved for issuance pursuant to this
Plan. At the option of the Company, the shares of stock issuable
pursuant to the Plan will be restricted securities as that term is
defined in Rule 144 of the Securities and Exchange
Commission.
2.
The number of
shares to be offered to each Participant will be equal to the
number determined by dividing the compensation to be satisfied
through the issuance of shares by the Price Per Share. The Price
Per Share will be equal to the closing price of the Company’s
common stock on the date prior to the date the Acceptance Form is
delivered to the Participant except that a higher or a lower price
may be set by the Company’s Compensation Committee. However
in no case may the Price Per Share be less than 80% of the closing
price of the Company’s common stock on the date prior to the
date the Acceptance Form is delivered to the
Participant.
3.
If the Company is
willing to offer shares of its common stock to any Participant in
accordance with this Plan, the Company will provide the Participant
with the attached Acceptance Form. A Participant wanting to accept
the terms outlined in the Acceptance Form will be required to sign
the form and return it to the Company by the date indicated on the
form.
4.
The Company, in its
sole discretion, may determine that any eligible Participant will
not, on any or on one or more occasions, be offered the opportunity
to receive shares of common stock pursuant to this
Plan.
5.
The agreement of
any Participant to accept shares of common stock in lieu of
compensation is subject to approval by the Company’s board of
directors, which approval may be refused for any
reason.
6.
At the time the
shares are issued, the Participant will incur taxable income equal
to the market price of the Company's common stock on the date the
Company’s board of directors approves the issuance of shares
to the Participant. If the Participant is employed by the Company
on the date the shares are issued, the Company may require the
Participant to pay the Company all applicable federal and state
withholding taxes with respect to such income or, may withhold such
amounts from the Participant. If the Participant is not employed by
the Company on the date the shares are issued, the delivery of the
shares may be conditioned, at the Company’s option, upon the
Participant tendering to the Company an amount equal to all
applicable federal and state withholding taxes. Federal withholding
taxes will be based upon the then current provisions of the
Internal Revenue Code for withholding taxes plus the
Participant’s share of Social Security and Medicaid
taxes.
7.
The Company makes
no representations to a Participant that the shares which may be
issued pursuant to this Plan will ultimately have any value
whatsoever.
8.
This Plan will
terminate on December 31, 2021, after which date the Company may
not issue any shares of common stock pursuant to this
Plan.
STOCK
COMPENSATION PLAN
ACCEPTANCE FORM
The
undersigned Participants has read and understands the provisions of
the Stock Compensation Plan of CEL-SCI Corporation (the "Company")
and hereby agrees to accept ___________ shares of the
Company’s common stock in full and complete payment of
$__________ presently owed to the Participant for services provided
to the Company.
The Participant
understands that:
●
if this box is
checked [ ] the shares of the Company's common stock to be issued
in accordance with this Acceptance Form may not be sold in the
public market for a period of one year from the date this
Acceptance Form has been approved by the Company’s directors
and as a result the shares may ultimately have little or no
value;
●
the agreement to
accept shares of the Company’s common stock in payment for
services cannot be construed as any guaranty of future employment;
and
●
the agreement to
accept shares of common stock in payment of compensation may not be
revoked by the Participant.
The
Company's latest reports on Form 10-K and 10-Q are available upon
request.
This
Form must be returned to the Company no later than
___________________.
AGREED TO AND ACCEPTED this ______ day
of _________, 20__.
___________________________________
Participant
CEL-SCI
Corporation
By
________________________________
Authorized
Officer