CEL-SCI (NYSE American: CVM) prices $2.5M best-efforts stock offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CEL-SCI Corporation has priced a best-efforts offering of 2,500,000 shares of common stock at $1.00 per share, for expected gross proceeds of $2.5 million before fees and expenses. The offering is expected to close on June 16, 2026, subject to customary conditions.

The company plans to use the cash to continue developing its investigational cancer immunotherapy Multikine, as well as for general corporate purposes and working capital. The shares are being sold under an effective Form S-3 shelf registration, with ThinkEquity acting as sole placement agent.

Key Figures

Shares offered: 2,500,000 shares Offering price: $1.00 per share Gross proceeds: $2.5 million +3 more

6 metrics

Shares offered 2,500,000 shares Best-efforts common stock offering

Offering price $1.00 per share Pricing of CEL-SCI common stock offering

Gross proceeds $2.5 million Expected before fees and expenses

Shelf registration Form S-3, File No. 333-288515 Filed July 3, 2025; effective August 12, 2025

Expected closing date June 16, 2026 Planned closing of the offering

Patients dosed with Multikine Over 740 patients Clinical use in head and neck cancer studies

Key Terms

best-efforts offering, shelf registration statement, Orphan Drug designation, prospectus supplement, +1 more

5 terms

best-efforts offering financial

"announced the pricing of a best-efforts offering of 2,500,000 shares"

A best-efforts offering is a way of selling new securities where the broker or underwriter agrees to try to sell as many shares or bonds as possible but does not promise to buy any unsold portion. For investors, it matters because the issuer bears the risk of weak demand — the deal may raise less money or the price may be more volatile, similar to hiring a salesperson who will try hard to sell your goods but won’t guarantee any specific sales.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Orphan Drug designation regulatory

"received Orphan Drug designation from the FDA for neoadjuvant therapy"

Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.

prospectus supplement financial

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/16/2026 - 05:03 PM

EXHIBIT 99.1

8229 Boone Boulevard, Suite 802

Vienna, VA 22182. USA

Telephone (703) 506-9460

www.cel-sci.com

COMPANY CONTACT:

Gavin de Windt

CEL-SCI Corporation

(703) 506-9460

CEL-SCI CORPORATION ANNOUNCES PRICING OF OFFERING

Vienna, VA, June 14, 2026 — CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a clinical stage cancer immunotherapy company, today announced the pricing of a best-efforts offering of 2,500,000 shares of common stock at an offering price of $1.00 per share. Total gross proceeds from the offering, before deducting the placement agent’s fees and offering expenses, are expected to be $2.5 million. The offering is expected to close on June 16, 2026, subject to satisfaction of customary closing conditions.

The Company intends to use the proceeds for the continued development of Multikine*, general corporate purposes, and working capital.

ThinkEquity is acting as the sole placement agent for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-288515), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2025, and declared effective on August 12, 2025. The offering will be made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI believes that boosting a patient’s immune system before surgery, radiotherapy and chemotherapy have damaged it, should provide the greatest possible impact on survival. Multikine is designed to help the immune system "target" the tumor at a time when the immune system is still relatively intact and thereby thought to be better able to mount an attack on the tumor.

Multikine (Leukocyte Interleukin, Injection), given right after diagnosis and before surgery, has been dosed in over 740 patients and received Orphan Drug designation from the FDA for neoadjuvant therapy in patients with squamous cell carcinoma (cancer) of the head and neck.

The Company has operations in Vienna, Virginia, and near/in Baltimore, Maryland.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "intends," "believes," "anticipated," "plans" and "expects," and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause or contribute to such differences include an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company's potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI's filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2025. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company's future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

Source: View Original Filing on SEC EDGAR

FAQ

What did CEL-SCI (CVM) announce regarding its new stock offering?

CEL-SCI priced a best-efforts offering of 2,500,000 common shares at $1.00 per share. The transaction is expected to raise $2.5 million in gross proceeds, before placement fees and expenses.

How much money will CEL-SCI (CVM) raise in this offering?

CEL-SCI expects gross proceeds of $2.5 million from the sale of 2,500,000 common shares. This amount is before deducting placement agent fees and other offering-related expenses disclosed in the announcement.

What is the use of proceeds from CEL-SCI’s $2.5 million offering?

CEL-SCI intends to use the proceeds to continue development of its Multikine cancer immunotherapy, as well as for general corporate purposes and working capital, supporting ongoing operational and R&D needs.

Who is acting as placement agent for CEL-SCI’s latest stock sale?

ThinkEquity is serving as the sole placement agent for CEL-SCI’s best-efforts offering. Investors can obtain the final prospectus supplement and base prospectus from ThinkEquity or the SEC’s website when available.

Under what registration is CEL-SCI’s new offering being conducted?

The shares are being offered and sold under an effective shelf registration statement on Form S-3 (File No. 333-288515). A final prospectus supplement and accompanying base prospectus will describe the specific terms.

What is Multikine in CEL-SCI’s business strategy?

Multikine is CEL-SCI’s investigational cancer immunotherapy designed to boost the immune system before standard treatments. It has been tested in over 740 patients and holds FDA Orphan Drug designation for certain head and neck cancers.

Filing Exhibits & Attachments

9 documents