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): September 17, 2009
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 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
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N/A
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(Former name or former address if changed since last report)
Item 8.01 Other Events
CEL-SCI Corporation is offering to sell up to 22,000,000 shares of its
common stock to investors exercising warrants previously issued by CEL-SCI.
CEL-SCI will not pay any commissions with respect to the sale of any
securities offered by this prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock to be sold to the private investors.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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5 Opinion of Counsel
23(a) Consent of Attorneys
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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: September 21, 2009 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive
Officer
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CEL-SCI CORPORATION
FORM 8-K
EXHIBITS
EXHIBIT 5
HART & TRINEN, L.L.P.
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
September 21, 2009
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
This letter will constitute an opinion upon the legality of the sale by CEL-SCI
Corporation, a Colorado corporation ("CEL-SCI"), of up to 22,000,000 shares of
common stock, all as referred to in the Registration Statement on Form S-3 (File
No. 333-160794) filed by CEL-SCI with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of CEL-SCI and the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion, CEL-SCI is
authorized to issue the shares of stock mentioned above and such shares
represent fully paid and non-assessable shares of CEL-SCI's common stock.
Very truly yours,
HART & TRINEN
/s/ William T. Hart
William T. Hart
EXHIBIT 23(a)
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation, whereby
the Company proposes to sell 22,000,000 shares of its common stock. Reference is
also made to Exhibit 5 included as part of this report, and included by
reference as an exhibit to the Registration Statement, relating to the validity
of the securities proposed to be sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
HART & TRINEN
/s/ William T. Hart
September 21, 2009