CEL-SCI Corp Files 8-K: Material Agreement & Other Events

TL;DR

CEL-SCI filed an 8-K on 7/26 for a material agreement and other events. Details TBD.

AI Summary

CEL-SCI Corporation entered into a material definitive agreement on July 26, 2024. The company also reported other events and filed financial statements and exhibits. Specific details of the agreement and financial information were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and the submission of financial data, which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be significant, but the lack of specific details in the provided text warrants a medium risk assessment.

Key Players & Entities

• CEL-SCI CORPORATION (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported
• Colorado (jurisdiction) — State of incorporation
• 001-11889 (filing_id) — Commission File Number
• 84-0916344 (tax_id) — IRS Employer Identification No.
• 8229 Boone Blvd . #802 Vienna , VA 22182 (address) — Principal executive offices
• ( 703 ) 506-9460 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share CVM NYSE American Indicat
• $1.00 — s common stock, at an offering price of $1.00 per share (the "Shares"), and pre-funde
• $0.99 — f common stock, at an offering price of $0.99 per Pre-Funded Warrant (such sale and i
• $10,845,000 b — e gross proceeds from the Offering were $10,845,000 before deducting Placement Agent fees and
• $165,000 — s expenses in an aggregate amount up to $165,000. The Company further agreed not to issu

Filing Documents

• cvm_8k.htm (8-K) — 32KB
• cvm_ex11.htm (EX-1.1) — 278KB
• cvm_ex41.htm (EX-4.1) — 93KB
• cvm_ex51.htm (EX-5.1) — 8KB
• cvm_ex991.htm (EX-99.1) — 9KB
• cvm_ex992.htm (EX-99.2) — 10KB
• cvm_ex992img4.jpg (GRAPHIC) — 4KB
• cvm_ex992img3.jpg (GRAPHIC) — 5KB
• cvm_ex991img6.jpg (GRAPHIC) — 5KB
• cvm_ex991img5.jpg (GRAPHIC) — 4KB
• 0001654954-24-009564.txt ( ) — 686KB
• cvm-20240726.xsd (EX-101.SCH) — 6KB
• cvm-20240726_lab.xml (EX-101.LAB) — 14KB
• cvm-20240726_cal.xml (EX-101.CAL) — 1KB
• cvm-20240726_pre.xml (EX-101.PRE) — 9KB
• cvm-20240726_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 July 26, 2024, CEL-SCI Corporation, a Colorado corporation (the "Company"), entered into a Placement Agency Agreement with ThinkEquity LLC (the "Placement Agent") relating to the sale and issuance of 3,715,000 shares of the Company's common stock, at an offering price of $1.00 per share (the "Shares"), and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 7,130,000 shares of common stock, at an offering price of $0.99 per Pre-Funded Warrant (such sale and issuance, the "Offering"). The Pre-Funded Warrants are immediately exercisable and shall expire when exercised in full, at an exercise price of $0.01 per share. The Offering closed on July 29, 2024. The gross proceeds from the Offering were $10,845,000 before deducting Placement Agent fees and other offering expenses payable by the Company, and inclusive of the Pre-Funded Warrant exercise price. 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 securities 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 July 26, 2024. Pursuant to the terms of the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the Offering and to reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $165,000. The Company further agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file

01 Other Events

Item 8.01 Other Events. On July 26, 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 July 29, 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 Placement Agency Agreement dated July 26. 2024, by and between CEL-SCI Corporation and ThinkEquity, LLC 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Hart & Hart, LLC 23.1 Consent of Hart & Hart, LLC (included in Exhibit 5.1) 99.1 Press Release dated July 26, 2024 99.2 Press Release dated July 29, 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: July 29, 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