Filing Analysis
CEL-SCI Corporation entered into a Placement Agency Agreement with ThinkEquity LLC to sell 2,500,000 shares of common stock at $1.00 per share. The offering closed on June 16, 2026, generating gross proceeds of $2,500,000 to fund the development of Multikine and general working capital.
🚩 Red Flags
- Dilution: The issuance of 2.5 million shares at a low price point ($1.00) typically indicates significant dilution for existing shareholders.
- Short-term funding: The relatively small raise ($2.5M) for a biotech company suggests a need for immediate liquidity to maintain operations.
📋 Key Facts
- Issued 2,500,000 shares of common stock at a price of $1.00 per share.
- Gross proceeds totaled $2,500,000.
- Placement Agent (ThinkEquity LLC) received a cash fee of 7.0% of gross proceeds.
- Company reimbursed Placement Agent for expenses up to $67,000.
- Company is subject to a 30-day restriction on issuing further common stock or convertible securities starting June 16, 2026.
- Directors and officers are under a 45-day lock-up period starting June 14, 2026.
CEL-SCI Corporation has entered into a strategic partnership and revenue-sharing agreement with Amarox for the commercialization of Multikine in Saudi Arabia. The agreement covers regulatory affairs and marketing, with potential expansion into other Gulf Cooperation Council (GCC) countries.
📋 Key Facts
- Agreement signed on May 11, 2026, with partner Amarox.
- The partnership focuses on Multikine (Leukocyte Interleukin, Injection) for the treatment of head and neck cancer.
- The primary territory is Saudi Arabia, with an optional extension for Bahrain, Kuwait, Oman, Qatar, and the United Arab Emirates.
- The deal includes distribution and revenue-sharing components for potential commercialization.
- Amarox will handle regulatory affairs and marketing in the specified regions.
CEL-SCI Corporation entered into a placement agency agreement with ThinkEquity LLC to issue 6,000,000 shares of common stock at $1.20 per share. The offering, which closed on May 13, 2026, raised gross proceeds of $7.2 million to fund the development of the company's Multikine product and for general corporate purposes.
🚩 Red Flags
- Significant dilution for existing shareholders with the issuance of 6 million new shares.
- Relatively short lock-up periods of 30 days for the company and 45 days for insiders.
📋 Key Facts
- Issuance of 6,000,000 shares of common stock at a price of $1.20 per share.
- Gross proceeds of $7,200,000 before fees and expenses.
- Placement agent ThinkEquity LLC received a 7.0% cash fee and up to $150,000 in expense reimbursements.
- Company agreed to a 30-day lock-up period; directors and officers agreed to a 45-day lock-up period.
- Net proceeds intended for the continued development of Multikine and working capital.
The Company's Board of Directors approved revisions to the existing Shareholder Rights Agreement on November 18, 2025. This modification typically involves adjustments to 'poison pill' provisions or other mechanisms designed to prevent hostile takeovers.
🚩 Red Flags
- Modification of shareholder rights can sometimes indicate defensive maneuvering by management against potential takeover bids or activist investors.
📋 Key Facts
- Board approval date: November 18, 2025
- The revision pertains specifically to the Shareholder Rights Agreement.
- The revised agreement is attached as Exhibit 4 to the filing.
The Company amended its existing Shareholder Rights Agreement to extend its expiration date from its original terms to October 30, 2030.
📋 Key Facts
- Amendment of the Shareholder Rights Agreement originally adopted on November 7, 2007.
- New expiration date for the rights agreement is set for October 30, 2030.
- The amendment was approved by the Board of Directors on October 30, 2025.
CEL-SCI Corporation completed a public offering of 1,111,200 shares of common stock at $9.00 per share, raising approximately $10 million in gross proceeds. The funds are intended for the development of Multikine and general working capital.
🚩 Red Flags
- Dilutive event: Issuance of over 1.1 million new shares will dilute existing shareholders.
- High cost of capital: Total fees (7% + $185k expenses) represent a significant portion of gross proceeds.
📋 Key Facts
- Offered 1,111,200 shares of common stock at a price of $9.00 per share.
- Gross proceeds totaled approximately $10,000,800.
- Placement Agent: ThinkEquity LLC.
- Transaction closed on August 29, 2025.
- Fees include a 7.0% cash fee to the Placement Agent and reimbursement of expenses up to $185,000.
- Includes a 30-day standby period for new issuances and a 45-day lock-up for directors and officers.
CEL-SCI Corporation announced that a Breakthrough Medicine Designation application for Multikine has been filed with the Saudi Food and Drug Authority (SFDA) by Dallah Pharma. The company has signed an MOU with Dallah Pharma for commercialization in Saudi Arabia, with a final partnership agreement expected in Q3 2025.
🚩 Red Flags
- The filing relies on a Memorandum of Understanding (MOU) rather than a binding definitive agreement, which carries execution risk.
📋 Key Facts
- Breakthrough Medicine Designation application filed for Multikine with the SFDA.
- MOU signed with Dallah Pharma (subsidiary of Dallah Healthcare Company) for Saudi Arabian commercialization.
- Final partnership agreement expected in Q3 2025.
- SFDA response time for Breakthrough Medicine Designation is approximately 60 days.
- Dallah Healthcare Company operates an extensive network serving over three million patients annually.
CEL-SCI Corporation completed an at-the-market equity offering of 1,500,000 shares priced at $3.82 per share. The gross proceeds from the offering total approximately $5.73 million, intended to fund Multikine development and general working capital.
🚩 Red Flags
- Equity dilution via the issuance of 1.5 million new shares.
📋 Key Facts
- Offered 1,500,000 shares of common stock at $3.82 per share.
- Gross proceeds: ~$5,730,000 (before fees).
- Placement Agent: ThinkEquity LLC.
- Fees: 7.0% cash fee plus up to $95,000 in expense reimbursement.
- Offering closed on July 14, 2025.
- Lock-up period for directors and officers for 45 days from July 11, 2025.
- Company market restriction: No new issuances or registration statements for 30 days from July 11, 2025.
CEL-SCI Corporation completed a public offering of 2,000,000 shares of common stock at $2.50 per share, raising approximately $5 million in gross proceeds. The funds are earmarked for the development of 'Multikine' and general working capital.
🚩 Red Flags
- Dilution: Issuance of 2 million new shares will dilute existing shareholders.
📋 Key Facts
- Offered 2,000,000 shares of common stock at a price of $2.50 per share.
- Underwriting agreement with ThinkEquity LLC; underwriting discount is $0.175 per share.
- Gross proceeds totaled $5,000,000 (excluding over-allotment option).
- The offering closed on May 23, 2025.
- Includes a 45-day option for underwriters to purchase up to an additional 190,000 shares.
- Proceeds are intended for Multikine development and working capital.
CEL-SCI Corporation held its annual meeting of shareholders on May 19, 2025. The company elected three directors and approved several corporate governance matters, including the appointment of BDO USA, P.C. as independent auditors.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Annual shareholder meeting held on May 19, 2025.
- Elected Geert Kersten, Bruno Baillavoine, and Robert Watson to the Board of Directors.
- Shareholders approved the adoption of the 2025 Non-Qualified Stock Option Plan and the 2025 Stock Bonus Plan.
- Shareholders approved a proposal regarding the combination of CEL-SCI's common stock (Proposal 4).
- BDO USA, P.C. was appointed as the independent registered public accounting firm for the fiscal year ending September 30, 2025.
CEL-SCI Corporation completed a significant equity offering involving the sale of common stock and pre-funded warrants to raise approximately $2.56 million in gross proceeds. The funds are intended for the development of 'Multikine' and general working capital.
🚩 Red Flags
- Significant dilution: The issuance of nearly 12 million pre-funded warrants represents a massive potential increase in share count.
- Low share price ($0.16) suggests the company is operating in a highly distressed or micro-cap environment, increasing volatility and risk of further dilutive financing needs.
- Heavy reliance on external capital for 'working capital' often indicates limited internal cash generation.
📋 Key Facts
- Offered 4,012,500 shares of common stock at $0.16 per share.
- Offered up to 11,987,500 pre-funded warrants at $0.1599 per warrant (exercise price of $0.0001).
- Gross proceeds totaled $2,560,000 before fees and expenses.
- Placement Agent: ThinkEquity LLC; Fee: 7.0% of gross proceeds plus up to $80,000 in expense reimbursement.
- The offering closed on March 18, 2025.
- Includes a 30-day market standoff/lock-up for the company and 45-day lock-up for directors and officers.
CEL-SCI Corporation entered into a placement agency agreement with ThinkEquity LLC to issue 7,552,500 shares of common stock and up to 8,577,500 pre-funded warrants. The offering raised approximately $5 million in gross proceeds to fund the development of Multikine and general working capital.
🚩 Red Flags
- Significant dilution potential due to the issuance of over 8.5 million pre-funded warrants that are nearly equivalent to common stock.
- Low share price ($0.31) indicates a micro-cap/penny stock profile, often associated with high volatility and liquidity risks.
📋 Key Facts
- Placement Agent: ThinkEquity LLC
- Common Stock Offering: 7,552,500 shares at $0.31 per share
- Pre-Funded Warrants: Up to 8,577,500 warrants at $0.3099 per warrant (immediately exercisable at $0.0001/share)
- Gross Proceeds: Approximately $5,000,000
- Use of Proceeds: Development of Multikine, general corporate purposes, and working capital
- Fees: 7.0% cash fee to Placement Agent plus up to $110,000 in expense reimbursement
- Lock-up: Directors and officers are subject to a 45-day lock-up period from Dec 29, 2024
- Closing Date: December 31, 2024
CEL-SCI Corporation announced a leadership change where Patricia B. Prichep has assumed the role of Chief Financial and Operations Officer, effective November 13, 2024.
📋 Key Facts
- Patricia B. Prichep transitioned from Senior Vice President of Operations to Chief Financial and Operations Officer.
- The leadership change became effective on November 13, 2024.
- Ms. Prichep's professional background is detailed in the company's Proxy Statement for the 2024 Annual Meeting of Shareholders.
CEL-SCI Corporation has appointed Dr. Nabil F. Saba, MD, FACP to serve as the confirmatory global Phase III clinical trial Lead for its upcoming Multikine registration study in head and neck cancer.
📋 Key Facts
- Dr. Nabil F. Saba will join the Study Steering Committee for the Multikine clinical trial.
- The role is specifically for the upcoming confirmatory registration study for newly diagnosed head and neck cancer.
- Dr. Saba holds prominent positions at Emory University School of Medicine, including Vice Chair in Hematology and Medical Oncology.
- Dr. Saba has extensive experience as a principal investigator in over 50 clinical trials.
CEL-SCI Corporation issued a press release regarding new Phase 3 study data for Multikine® presented at the ESMO 2024 Congress. The data is intended to support their upcoming FDA-approved confirmatory Registration Study.
📋 Key Facts
- Presented poster titled 'Prognostic significance of diagnostic staging in treatment naïve, resectable locally advanced primary oral cavity squamous cell carcinoma for neoadjuvant Leukocyte Interleukin Injection immunotherapy' at ESMO 2024 Congress on Sept 14, 2024.
- The data relates to a concluded Phase 3 study of Multikine® (Leukocyte Interleukin, Injection).
- Data is relevant to the Company’s 212-patient confirmatory Registration Study which has received FDA clearance and is currently under preparation.
CEL-SCI Corporation completed a public offering of common stock and pre-funded warrants on July 29, 2024. The offering raised approximately $10.8 million in gross proceeds to fund the development of Multikine and general working capital.
🚩 Red Flags
- Significant dilution potential due to the issuance of a large number of pre-funded warrants (nearly 2x the common stock volume).
- The use of proceeds includes 'working capital,' often indicating immediate cash runway needs in micro-cap biotech.
📋 Key Facts
- Offered 3,715,000 shares of common stock at $1.00 per share.
- Offered up to 7,130,000 pre-funded warrants at $0.99 per warrant (exercise price of $0.01 per share).
- Total gross proceeds: $10,845,000 (inclusive of warrant exercise price).
- Placement Agent: ThinkEquity LLC.
- Placement Agent fee: 7.0% of gross proceeds plus up to $165,000 in expense reimbursement.
- 90-day lock-up period for directors and officers regarding company securities.
CEL-SCI Corporation issued a press release regarding positive results from a bias analysis conducted for its Phase 3 study of Multikine in treating head and neck cancer. The analysis was performed to ensure the reliability and validity of the trial's findings.
📋 Key Facts
- The company reported positive results from a bias analysis related to its concluded Phase 3 study.
- The study focused on Multikine (Leukocyte Interleukin, Injection) for the treatment of head and neck cancer.
- The purpose of the bias analysis was to identify and address potential sources of bias to ensure valid trial conclusions.
The Company announced that its Chief Scientific Officer, Dr. Eyal Talor, delivered a scientific presentation at the IDDST 20th Annual Congress in Budapest regarding neoadjuvant immunotherapy for head and neck cancer.
📋 Key Facts
- Dr. Eyal Talor (CSO) presented 'Neoadjuvant Immunotherapy for Head and Neck Cancer: Low Tumor PD-L1 Expression - IT-MATTERS – RCT'.
- The presentation took place at the International Drug Discovery Science & Technology (IDDST) 20th Annual Congress.
- The event occurred on June 18, 2024.
CEL-SCI Corporation announced the appointment of Mario Gobbo to its Board of Directors on April 19, 2024. Mr. Gobbo brings extensive experience in healthcare investment banking and corporate finance from institutions such as Lazard and Natixis Bleichroeder.
📋 Key Facts
- Appointment date: April 19, 2024
- New Director: Mario Gobbo
- Mr. Gobbo will serve on the Audit, Nominating and Governance, and Compensation committees.
- Background includes experience at Lazard, Natixis Bleichroeder, and International Finance Corporation (World Bank Group).
- Educational background: Harvard (BA), University of Colorado (MS), Wharton School (MBA/PhD).
CEL-SCI Corporation held its annual meeting of shareholders on April 19, 2024. The filing reports the election of three directors and the approval of a new stock option plan and the appointment of BDO USA, P.C. as independent auditors.
📋 Key Facts
- Annual shareholder meeting held on April 19, 2024.
- Geert Kersten, Bruno Baillavoine, and Robert Watson were elected to the Board of Directors.
- Shareholders approved the adoption of the 2024 Non-Qualified Stock Option Plan.
- Shareholders ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2024.
CEL-SCI Corporation completed a public offering of 3,875,000 shares of common stock at $2.00 per share, raising approximately $7.75 million in gross proceeds. The funds are intended for the development of 'Multikine' and general working capital.
🚩 Red Flags
- Dilution: Issuance of 3.875 million new shares will result in significant dilution for existing shareholders.
📋 Key Facts
- Offered 3,875,000 shares of common stock at $2.00 per share.
- Gross proceeds totaled $7,750,000 before underwriting discounts and expenses.
- Underwriting agreement with ThinkEquity LLC; underwriting discount is $0.14 per share.
- Offering closed on February 13, 2024.
- Proceeds are earmarked for 'Multikine' development and general corporate purposes/working capital.