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): June 23, 2005
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)
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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On June 23, 2005, CEL-SCI Corporation received written notice from the
American Stock Exchange ("AMEX") indicating that CEL-SCI does not meet certain
of the Exchange's continued listing standards. Specifically, CEL-SCI is not in
compliance with Section 1003(a)(ii) of the AMEX Company Guide since CEL-SCI's
shareholder's equity is less than $4,000,000 and CEL-SCI had losses from
continuing operations and/or net losses in three of its four most recent fiscal
years, CEL-SCI is also not in compliance with Section 103(a)(iii) of the AMEX
Company Guide since CEL-SCI's shareholder's equity is less than $6,000,00 and
CEL-SCI had losses from continuing operations and/or net losses in its five most
recent fiscal years.
In order to maintain its AMEX listing CEL-SCI will, by July 22, 2005,
submit a plan of compliance advising the AMEX of the actions it will take which
will bring it into compliance with AMEX listing standards no later than December
23, 2007. If AMEX accepts CEL-SCI's plan, CEL-SCI can maintain its AMEX listing
during that time subject to the periodic determination by the AMEX that CEL-SCI
is making progress consistent with its plan. If CEL-SCI cannot regain compliance
with the listing standards by December 23, 2007, or does not make progress
consistent with its plan during the plan period, the AMEX staff will initiate
delisting procedures.
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: June 24, 2005
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer