[Form 4] Cel-Sci Corporation Insider Trading Activity

Rhea-AI Filing Summary

On 28 July 2025, Passage Bio, Inc. (NASDAQ: PASG) reported that the Nasdaq Listing Qualifications staff confirmed the company has regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share. PASG shares closed at or above that threshold for at least 10 consecutive business days, satisfying the rule as well as all other standards for continued listing on the Nasdaq Capital Market. The compliance determination closes the deficiency matter that began with Nasdaq’s notice dated 1 August 2024, when PASG had fallen below the $1.00 level for 30 straight sessions. No additional operational or financial information was disclosed in this Form 8-K.

Positive

• Nasdaq compliance regained, eliminating the immediate risk of delisting and preserving market liquidity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Nasdaq compliance restored; immediate delisting threat removed—positive for liquidity and investor sentiment.

Regaining the $1.00 bid price threshold eliminates a critical overhang that could have forced a market transfer or delisting. Continued Nasdaq access preserves trading liquidity, supports potential institutional ownership, and averts contractual defaults that can be triggered by delisting events. While no financial metrics were provided, the closure of the deficiency notice is categorically positive and may reduce risk premiums previously attached to the stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PRICHEP PATRICIA B

(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)
	Chief Financial Officer

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		12,000		(1)	07/27/2035	Common Stock	12,000	$0.01	75,127	D

Explanation of Responses:

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

	Patricia Prichep	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

Why did Passage Bio (PASG) file this Form 8-K?

To disclose that Nasdaq confirmed PASG has regained compliance with the $1.00 minimum bid-price rule.

What listing rule did PASG satisfy?

Nasdaq Listing Rule 5450(a)(1), which requires a minimum closing bid price of $1.00 for 10 consecutive business days.

When did Passage Bio regain bid-price compliance?

As of 28 July 2025, after 10 straight business days at or above $1.00.

Is the Nasdaq deficiency matter now closed?

Yes. Nasdaq staff stated the issue is resolved and the matter is closed.

Were any financial results or operational updates included?

No. The filing solely addressed Nasdaq listing compliance; no earnings or operational data were provided.