CEL-SCI Enters Material Definitive Agreement on Feb 8

TL;DR

**CEL-SCI just signed a big deal, details pending but could be a game-changer.**

AI Summary

CEL-SCI Corporation (CVM) filed an 8-K on February 13, 2024, reporting an event that occurred on February 8, 2024, concerning an entry into a material definitive agreement. This filing indicates a significant corporate action, likely a new contract or partnership, which could impact the company's future operations and financial performance. For investors, this matters because material agreements can be catalysts for stock movement, signaling potential growth opportunities or changes in the company's strategic direction.

Why It Matters

This filing signals a new, important agreement for CEL-SCI, which could significantly influence its business prospects and stock valuation. Investors should monitor for details of this agreement to assess its potential impact.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its nature and potential impact, thus posing a medium risk.

Analyst Insight

A smart investor would await the specific details of the 'Material Definitive Agreement' before making any investment decisions, as the current filing lacks the necessary information to assess its financial impact on CEL-SCI.

Key Numbers

• 2024-02-08 — Date of earliest event reported (when the material definitive agreement was entered into)
• 001-11889 — Commission File No. (SEC file number for CEL-SCI CORPORATION)
• 84-0916344 — IRS Employer Identification No. (IRS number for CEL-SCI CORPORATION)
• 703-506-9460 — Registrant's telephone number (contact number for CEL-SCI CORPORATION)

Key Players & Entities

• CEL-SCI CORPORATION (company) — the registrant filing the 8-K
• CVM (company) — trading symbol for CEL-SCI CORPORATION
• NYSE American (company) — exchange where CVM Common Stock is registered
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• CEL-SCI will release further details about the material definitive agreement. (CEL-SCI CORPORATION) — high confidence, target: 2024-03-15
• The stock price of CVM will react significantly once the details of the agreement are disclosed. (CVM) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share CVM NYSE American Indica
• $2.00 — 0.01 per share, at an offering price of $2.00 per share (the "Shares"). Under the ter
• $0.14 — hare minus the underwriting discount of $0.14 per Share. The Offering closed on Feb
• $7,750,000 b — e gross proceeds from the Offering were $7,750,000 before deducting underwriting discounts a

Filing Documents

• cvm_8k.htm (8-K) — 31KB
• cvm_ex11.htm (EX-1.1) — 299KB
• cvm_ex51.htm (EX-5.1) — 7KB
• cvm_ex991.htm (EX-99.1) — 12KB
• cvm_ex992.htm (EX-99.2) — 12KB
• cvm_ex992img1.jpg (GRAPHIC) — 5KB
• cvm_ex991img3.jpg (GRAPHIC) — 3KB
• cvm_ex991img2.jpg (GRAPHIC) — 5KB
• 0001654954-24-001679.txt ( ) — 589KB
• cvm-20240208.xsd (EX-101.SCH) — 6KB
• cvm-20240208_lab.xml (EX-101.LAB) — 14KB
• cvm-20240208_cal.xml (EX-101.CAL) — 1KB
• cvm-20240208_pre.xml (EX-101.PRE) — 9KB
• cvm-20240208_def.xml (EX-101.DEF) — 2KB
• cvm_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 8, 2024, CEL-SCI Corporation, a Colorado corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with ThinkEquity LLC, as the representative (the "Representative") of the several underwriters named therein, if any (collectively, the "Underwriters"), relating to the issuance and sale (the "Offering") of 3,875,000 shares of the Company's common stock, par value $0.01 per share, at an offering price of $2.00 per share (the "Shares"). Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Shares from the Company at a price of $2.00 per Share minus the underwriting discount of $0.14 per Share. The Offering closed on February 13, 2024. The gross proceeds from the Offering were $7,750,000 before deducting underwriting discounts and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund the continued development of Multikine, for general corporate purposes, and working capital. The Shares are being offered and sold by the Company pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-265995) which was declared effective by the Securities Exchange and Commission (the "SEC") on July 15, 2022, the base prospectus included therein, as amended and supplemented by the prospectus supplement dated February 8, 2024. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a

01 Other Events

Item 8.01 Other Events. On February 9, 2024, the Company issued a press release announcing the pricing of the Offering, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On February 13, 2024, the Company issued a press release announcing the closing of the offering. A copy of this press release is attached as Exhibit 99.2. The information in this Item 8.01, including Exhibit 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements Certain of the statements made in this Current Report on Form 8-K are forward looking. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by the Company is contained under the caption "Risk Factors" in the Company's prospectus supplement filed with the SEC on February 9, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act, the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on December 21, 2023, and other filings made by the Company with the SEC, all of which can be obtained on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. The Company expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated as of February 8, 2024, by and between CEL-SCI Corporation and ThinkEquity, LLC 5.1 Opinion of Hart & Hart, LLC 23.1 Consent of Hart & Hart, LLC (included in Exhibit 5.1) 99.1 Press Release dated February 9, 2024 99.2 Press Release dated February 13, 2024 3

SIGNATURES

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: February 13, 2024 CEL-SCI CORPORATION By: /s/ Geert Kersten Geert Kersten Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR