CVM Board revises CEL-SCI shareholder rights agreement, files Exhibit 4

Rhea-AI Filing Summary

CEL-SCI Corporation filed a Form 8-K to report that its Board of Directors approved revisions to the company’s Shareholder Rights Agreement on November 18, 2025. This type of agreement generally defines how holders of the company’s common stock are protected and what rights are attached to their shares. The revised Shareholder Rights Agreement is included as Exhibit 4, described as an instrument defining the rights of security holders.

8-K Event Classification

2 items: 3.03, 9.01

2 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): November 18, 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 November 18, 2025, the Board of Directors of CEL-SCI Corporation (the "Company") approved certain revisions to the Company’s Shareholder Rights Agreement. The Shareholder Rights Agreement, as revised on November 18, 2025, is attached as Exhibit 4 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

Exhibit Number		Exhibit Name		Description
4		Instrument Defining the Rights of Security Holders		Shareholder Rights Agreement

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 24, 2025

	CEL-SCI CORPORATION
	By:	/s/ Geert Kersten
		Geert Kersten
		Chief Executive Officer

3

FAQ

What did CEL-SCI Corporation (CVM) announce in this Form 8-K?

CEL-SCI Corporation reported that its Board of Directors approved revisions to the company’s Shareholder Rights Agreement on November 18, 2025.

What is the main purpose of the updated Shareholder Rights Agreement for CVM shareholders?

The updated Shareholder Rights Agreement serves as an instrument defining the rights of security holders, outlining protections and rights attached to CEL-SCI’s common stock.

When did CEL-SCI’s Board approve the revisions to the Shareholder Rights Agreement?

The Board of CEL-SCI Corporation approved the revisions to the Shareholder Rights Agreement on November 18, 2025.

Where can investors find the full text of the revised Shareholder Rights Agreement for CEL-SCI (CVM)?

The full text of the revised agreement is filed as Exhibit 4 to the Form 8-K, labeled as an instrument defining the rights of security holders.

Does the CEL-SCI Form 8-K describe detailed changes to shareholder rights?

The Form 8-K states that the Board approved revisions to the Shareholder Rights Agreement and that the revised agreement is attached as Exhibit 4; specific detailed changes are contained in that exhibit.

What class of securities does CEL-SCI list in connection with this filing?

CEL-SCI lists its Common Stock, trading under the symbol CVM on the NYSE American.