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

TL;DR

CEL-SCI (CIC) filed an 8-K on 12/31 for events on 12/29 - material agreement entered.

AI Summary

CEL-SCI CORPORATION (CIC) filed an 8-K on December 31, 2024, reporting events as of December 29, 2024. The filing indicates the entry into a material definitive agreement and other events, along with financial statements and exhibits. Specific details regarding the agreement or other events are not elaborated in the provided text.

Why It Matters

This 8-K filing signals a significant development for CEL-SCI CORP, potentially impacting its operations, strategic direction, or financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or commitment for the company, but the lack of specific details makes the exact risk level uncertain.

Key Players & Entities

• CEL-SCI CORPORATION (company) — Registrant
• December 29, 2024 (date) — Earliest event date
• December 31, 2024 (date) — Filing date
• 8229 Boone Blvd. #802 Vienna, VA 22182 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share CVM NYSE American Indica
• $0.31 — s common stock, at an offering price of $0.31 per share (the "Shares"), and pre-funde
• $0.3099 — f common stock, at an offering price of $0.3099 per Pre-Funded Warrant (such sale and i
• $0.0001 — rcised in full, at an exercise price of $0.0001 per share. The Offering closed on Dece
• $5,000,000 b — ds from the Offering were approximately $5,000,000 before deducting Placement Agent fees and
• $110,000 — s expenses in an aggregate amount up to $110,000. The Company further agreed not to issu

Filing Documents

• cvm_8k.htm (8-K) — 33KB
• cvm_ex11.htm (EX-1.1) — 273KB
• cvm_ex41.htm (EX-4.1) — 95KB
• cvm_ex51.htm (EX-5.1) — 10KB
• cvm_ex991.htm (EX-99.1) — 10KB
• cvm_ex992.htm (EX-99.2) — 11KB
• cvm_ex992img2.jpg (GRAPHIC) — 5KB
• cvm_ex991img2.jpg (GRAPHIC) — 5KB
• 0001654954-24-016019.txt ( ) — 682KB
• cvm-20241229.xsd (EX-101.SCH) — 6KB
• cvm-20241229_lab.xml (EX-101.LAB) — 14KB
• cvm-20241229_cal.xml (EX-101.CAL) — 1KB
• cvm-20241229_pre.xml (EX-101.PRE) — 9KB
• cvm-20241229_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 December 29, 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 7,552,500 shares of the Company's common stock, at an offering price of $0.31 per share (the "Shares"), and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 8,577,500 shares of common stock, at an offering price of $0.3099 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 $0.0001 per share. The Offering closed on December 31, 2024. The gross proceeds from the Offering were approximately $5,000,000 before deducting Placement Agent fees and other offering expenses payable by the Company, and exclusive 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 were 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 December 29, 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 $110,000. 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

01 Other Events

Item 8.01 Other Events. On December 29, 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 December 31, 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 December 30, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 1.1 Placement Agency Agreement dated December 29. 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 December 29, 2024 99.2 Press Release dated December 31, 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: December 31, 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