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    Cel-Sci Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Financial Statements and Exhibits

    11/5/25 4:31:28 PM ET
    $CVM
    Biotechnology: Biological Products (No Diagnostic Substances)
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    Get the next $CVM alert in real time by email
    cvm_8k.htm
    0000725363false00007253632025-10-302025-10-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    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 30, 2025

     

    CEL-SCI CORPORATION

    (Exact name of Registrant as specified in its charter)

     

    Colorado

     

    001-11889

     

    84-0916344

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File No.)

     

    (IRS Employer

    Identification No.)

     

    8229 Boone Blvd. #802

    Vienna, VA 22182

    (Address of principal executive offices, including Zip Code)

     

    Registrant’s telephone number, including area code: (703) 506-9460

     

    N/A

    (Former name or former address if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

     

    ☐

    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-4(c) under the Exchange Act (17 CFR 240.13e-14c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class

     

    Trading Symbol(s)

     

    Name of Each Exchange on Which Registered

    Common Stock

     

    CVM

     

    NYSE American

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

     

     

     

     

    Item 3.03. Material Modification to Rights of Security Holders

     

    On October 30, 2025, the Board of Directors of CEL-SCI Corporation (the "Company") amended its Shareholder Rights Agreement, originally adopted on November 7, 2007, to provide that the Shareholder Rights Agreement will now expire on October 30, 2030. For a summary of the terms of the Shareholders Rights Agreement, see the section captioned “Description of Securities - Rights Agreement” in the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 3, 2018.

     

    ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     

    (c) Exhibits

     

    Exhibit Number

     

    Exhibit Name

     

    Description

    4

     

    Instruments Defining the Rights of Security Holders

     

    Shareholder Rights Agreement (as amended)

     

     

    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: November 5, 2025

     

     

     

     

     

     

    CEL-SCI CORPORATION

        
    By:

    /s/ Geert Kersten

     

     

    Geert Kersten

     
      

    Chief Executive Officer

     
        

     

     

    3

      

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