IPO - CEL SCI CORP

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Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Ipo

Type: New

Accession Number: 000165495425006091

Filing Summary: On May 21, 2025, CEL-SCI Corporation entered into an underwriting agreement with ThinkEquity LLC concerning the issuance and sale of 2,000,000 shares of common stock at an offering price of $2.50 per share. The underwriting agreement grants the underwriters a 45-day option to purchase an additional 190,000 shares for overallotments. The offering closed on May 23, 2025, with gross proceeds totaling $5,000,000, excluding the over-allotment option. These funds will be used for the continued development of Multikine, general corporate purposes, and working capital. The offering is made under an effective registration statement on Form S-3, with a prospectus supplement dated May 21, 2025. Additionally, on May 21, the company announced the pricing of the offering, and on May 23, it announced the closing of the offering via press releases. The agreement includes representations, warranties, conditions to closing, and indemnification obligations.

Additional details:

Shares Offered: 2000000


Offering Price: 2.50


Underwriting Discount: 0.175


Gross Proceeds: 5000000


Additional Shares Option: 190000


Use Of Proceeds: development of Multikine, general corporate purposes, working capital


Form Type: 424B5

Filing Date: 2025-05-21

Corporate Action: Ipo

Type: New

Accession Number: 000165495425006005

Filing Summary: CEL-SCI Corporation is initiating an offering of shares of common stock and pre-funded warrants to purchase shares of its common stock pursuant to a preliminary prospectus supplement dated May 21, 2025. The company is offering shares with the aim to raise funds for the continued development of its lead investigational therapy, Multikine, an immunotherapy designed for treating head and neck cancers. The preliminary prospectus includes information on the reverse stock split that occurred on May 20, 2025, where a 1-for-30 split adjusted all share and per share amounts mentioned. Significant emphasis is placed on the potential impact and results of Multikine from previous clinical trials, which showed a notable survival benefit compared to control treatments. The document outlines the potential benefit of using pre-funded warrants as part of this offering to facilitate purchases for certain investors, especially those at risk of exceeding ownership thresholds. The offering is structured under the rules of Form S-3, and CEL-SCI aims to raise approximately $5.5 million, taking into consideration their current market value and prior offerings. It is indicated that the common stock of CEL-SCI trades on the NYSE American under the symbol 'CVM'.

Additional details:

Common Stock Offering Amount:


Pre Funded Warrants Offered:


Pre Funded Warrant Exercise Price: 0.0001


Reverse Stock Split Ratio: 1-for-30


Net Proceeds Estimate:


Proceeds Use: fund continued development of Multikine and for general corporate purposes


Form Type: 424B5

Filing Date: 2025-03-18

Corporate Action: Ipo

Type: New

Accession Number: 000165495425002910

Filing Summary: CEL-SCI Corporation is offering 4,012,500 shares of common stock at a price of $0.16 per share and 11,987,500 Pre-Funded Warrants at $0.1599 each, intended for those whose stock purchase would exceed a 4.99% ownership threshold. This offering is part of a registration statement filed under Rule 424(b)(5) and has been designated under Registration No. 333-265995. The placement agent for the offering is ThinkEquity LLC, who will receive fees based on the total offerings. The delivery of securities is expected by March 18, 2025. CEL-SCI's common stock is traded on the NYSE American under the symbol 'CVM'. The company estimates net proceeds around $2.1 million after expenses, aimed at funding the development of Multikine and for general corporate purposes. The offering includes stipulations concerning market value and a lack of minimum offering conditions, leading to potentially reduced proceeds if not all securities are sold. Furthermore, in a significant clinical study, Multikine showed a promising survival advantage for patients with advanced primary head and neck cancer, supporting its potential role as a first-line immunotherapy treatment.

Additional details:

Common Stock Offered: 4,012,500


Pre Funded Warrants Offered: 11,987,500


Purchase Price Common Stock: 0.16


Purchase Price Pre Funded Warrant: 0.1599


Placement Agent: ThinkEquity LLC


Net Proceeds Estimate: 2.1 million


Common Stock Outstanding Before: 80,111,541


Common Stock To Be Outstanding After: 84,124,041


NYSE Symbol: CVM


Last Reported Price: 0.30


Form Type: 424B5

Filing Date: 2024-12-27

Corporate Action: Ipo

Type: New

Accession Number: 000165495424015945

Filing Summary: CEL-SCI Corporation is conducting an offering of shares of common stock and Pre-Funded Warrants to purchase shares of common stock. This prospectus supplement, dated December 27, 2024, outlines the preliminary offering, which involves common stock priced at a specified rate, with a whole number of shares being offered to the public. Additionally, it includes pre-funded warrants issued to investors whose purchase would lead to ownership that exceeds regulatory thresholds. The prospectus discusses the expected uses of proceeds from the offering, indicating plans to finance the ongoing development of their lead investigational therapy, Multikine, which targets cancers of the head and neck. Current trials have shown promising results, with a significant survival advantage for patients receiving Multikine compared to those who do not. Furthermore, the document touches upon risks associated with the investment, the company's market strategies, and previous clinical research findings. The common stock is listed on the NYSE American under the symbol 'CVM.'

Additional details:

Common Stock Offering Amount: unspecified number of shares


Purchase Price Per Share: unspecified


Pre Funded Warrant Exercise Price: $0.01


Common Stock Outstanding Before Offering: 66,391,719 shares


Use Of Proceeds: to fund development of Multikine and general corporate purposes


Placement Agent: ThinkEquity LLC


Last Reported Stock Price: $0.70


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