[8-K] CEL SCI CORP Reports Material Event

Rhea-AI Filing Summary

CEL-SCI Corporation amended its Shareholder Rights Agreement, setting a new expiration of October 30, 2030. The agreement was originally adopted on November 7, 2007. The company filed the amended agreement as an exhibit and referenced the summary in its prior Form S-3 under “Description of Securities - Rights Agreement.”

Insights

Corporate governance analyst

CEL-SCI extended its Shareholder Rights Agreement to 2030.

CEL-SCI updated the duration of its Shareholder Rights Agreement, with the Board approving a new expiration on October 30, 2030. Shareholder rights agreements set terms for how rights attached to common stock function under specified conditions.

The filing specifies a new end date and points to an existing summary in a prior registration statement. No other changes are described, so the modification is limited to timing per the disclosed text.

Investors can review the filed exhibit for operative language. Any practical effects would depend on the agreement’s existing mechanics and future corporate actions, which are not detailed here.

0000725363false00007253632025-10-302025-10-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 30, 2025

CEL-SCI CORPORATION

(Exact name of Registrant as specified in its charter)

Colorado		001-11889		84-0916344
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8229 Boone Blvd. #802

Vienna, VA 22182

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (703) 506-9460

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		CVM		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders

On October 30, 2025, the Board of Directors of CEL-SCI Corporation (the "Company") amended its Shareholder Rights Agreement, originally adopted on November 7, 2007, to provide that the Shareholder Rights Agreement will now expire on October 30, 2030. For a summary of the terms of the Shareholders Rights Agreement, see the section captioned “Description of Securities - Rights Agreement” in the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 3, 2018.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number		Exhibit Name		Description
4		Instruments Defining the Rights of Security Holders		Shareholder Rights Agreement (as amended)

2

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: November 5, 2025
	CEL-SCI CORPORATION
	By:	/s/ Geert Kersten
		Geert Kersten
		Chief Executive Officer

3