[Form 4] Cel-Sci Corporation Insider Trading Activity

Rhea-AI Filing Summary

Cel-Sci Corp (CVM) Form 4: Senior Vice President John Cipriano received 7,500 stock options on 07/28/25 at an exercise price of $8.20, expiring 07/27/35. Vesting occurs in three equal annual tranches beginning one year from grant. No common shares were bought or sold; the filing records an “A” code equity award rather than an open-market transaction. After the grant, Cipriano holds 38,008 derivative securities. The award is typical incentive compensation with negligible near-term cash flow or dilution impact for shareholders.

Insights

Securities Analyst

TL;DR: Routine option grant; immaterial dilution and neutral signal for CVM share price.

The 7,500-unit option award represents a minor fraction of Cel-Sci’s outstanding shares and raises Cipriano’s derivative holdings to 38,008. Because the award was recorded at a $0.01 fair value and vests over three years, it has limited near-term earnings impact and only incremental dilution if exercised at $8.20. No open-market buying or selling occurred, so the filing does not convey additional insider sentiment. Overall, the transaction is administrative and should not materially influence valuation models.

Corporate Governance Expert

TL;DR: Standard equity incentive aligns management interests; no governance red flags.

Option grants of this size are common for SVP-level executives in biotech firms and serve to align managerial incentives with long-term shareholder value. The three-year graded vesting schedule promotes retention without creating excessive overhang. Disclosure appears complete and timely under Section 16 rules. The low fair-value cost and modest share count suggest the board is managing equity compensation prudently. I see no governance concerns, but investors should monitor cumulative dilution from future grants.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CIPRIANO JOHN

(Last) (First) (Middle)

8229 BOONE BLVD

SUITE 802

(Street)

VIENNA VA 22182

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEL SCI CORP [ CVM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$8.2	07/28/2025		A		7,500		(1)	07/27/2035	Common Stock	7,500	$0.01	38,008	D

Explanation of Responses:

1. The stock options vest in three (3) equal annual installments commencing one year after the grant date.

	John Cipriano	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Cel-Sci (CVM) stock options were granted to SVP John Cipriano?

7,500 options were granted on 07/28/2025.

What is the exercise price and expiration date of the new CVM options?

The options carry an $8.20 exercise price and expire on 07/27/2035.

When do the newly granted CVM options vest?

They vest in three equal annual installments starting one year after the grant date.

Did the Cel-Sci executive buy or sell common stock in this Form 4?

No common shares were bought or sold; the filing records only an option award (Code A).

How many derivative securities does John Cipriano now own after this grant?

He beneficially owns 38,008 derivative securities following the transaction.