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.
CEL-SCI Corporation filed a resale registration on Form S-3 covering up to 375,000 shares of common stock previously issued to Ergomed Group Limited for services tied to the confirmatory Phase III trial. This is a secondary offering by the selling shareholder; CEL-SCI will not receive any proceeds from share sales.
The shares may be sold from time to time through various methods described in the plan of distribution. Ergomed has agreed not to sell more than 2,000 shares per day without CEL-SCI’s consent. As context, 8,016,035 shares were outstanding as of November 6, 2025. CEL-SCI’s common stock trades on NYSE American under “CVM,” and the closing price on November 6, 2025 was $6.64 per share.
The prospectus highlights risks typical of clinical-stage biopharma, including substantial doubt about the company’s ability to continue as a going concern, and material weaknesses in internal control over financial reporting.
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.”
Form 4 filed for CEL-SCI Corp (CVM) discloses that the reporting person, identified as an officer with the title Chief Scientific Officer, executed a purchase on 09/30/2025. The report shows an acquisition of 260 shares of Common Stock at a price of $9.20 per share, resulting in 5,808 shares beneficially owned following the transaction. The Form is signed by the reporting person on 10/02/2025.
Patricia Prichep, Chief Financial Officer of CEL-SCI Corporation (CVM), reported an open-market purchase of company common stock. On 09/30/2025 she acquired 466 shares at a reported price of $9.20 per share. After this transaction she beneficially owns 11,213 shares directly. The filing is a Form 4 statement of changes in beneficial ownership and is signed by Ms. Prichep on 10/02/2025. The report identifies her relationship to the issuer as an officer with the title Chief Financial Officer.
Geert Kersten, listed as Chief Executive Officer and a director of CEL-SCI Corporation (CVM), reported an open-market purchase of 570 shares of CEL-SCI common stock on 09/30/2025 at a price of $9.20 per share. After this transaction the filing shows 73,405 shares beneficially owned directly. The Form 4 was signed on 10/02/2025. The report contains no derivative transactions and includes no additional explanatory disclosures.
CEL-SCI Corporation filed a registration statement on Form S-8 to register securities for issuance under its 2025 Non-Qualified Stock Option Plan and 2025 Stock Bonus Plan. These plans are designed to grant stock options and stock awards to eligible participants, with detailed plan terms provided in a separate prospectus cross-referenced in the filing.
The company incorporates by reference its most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, several current reports on Form 8-K, and its proxy statement, so that investors can rely on those disclosures when securities are offered under the plans. The filing also describes indemnification provisions for directors and officers under Colorado law, standard SEC undertakings about future amendments and filings, and includes a power of attorney and signatures from senior officers and directors authorizing the registration.
CEL-SCI Corporation entered into a Placement Agency Agreement with ThinkEquity LLC for a registered direct offering of 1,111,200 shares of common stock at $9.00 per share. The offering closed on August 29, 2025, generating gross proceeds of approximately $10,000,800 before fees and expenses. CEL-SCI plans to use the net proceeds to continue developing its Multikine program, as well as for general corporate purposes and working capital.
The company will pay the placement agent a 7.0% cash fee on gross proceeds and reimburse certain expenses up to $185,000. For 30 days after closing, CEL-SCI agreed not to issue or register additional equity securities, subject to exceptions, and its directors and officers agreed to 45-day lock-ups on sales or transfers of company securities. The shares were sold under an effective Form S-3 shelf registration and related prospectus supplement.
Lincoln Alternative Strategies LLC reported beneficial ownership of 555,000 shares of CEL-SCI Corporation common stock, representing 6.94% of the outstanding class. The filing states the reporter is organized in Delaware and holds sole voting and dispositive power over these shares. The report also includes a certification that the shares were not acquired to change or influence control of the issuer and are not held in connection with such transactions. The disclosure identifies the position as passive ownership under the Schedule 13G framework and provides the reporter's signature by its managing member.
Cel-Sci (CVM) prospectus supplement excerpt reports clinical outcomes from a trial with dates noted: June 30, 2025 and August 22, 2025. The results state no lymph node involvement by PET imaging and low PD-L1 tumor expression (TPS <10) on biopsy. Treated patients showed a 0.349 hazard ratio for death versus control (95% CI [0.18, 0.66], Wald p=0.0012), representing a 28.6% absolute 5-year overall survival benefit versus control (p=0.0015) and a stated risk-of-death reduction of about one-half at five years. The data also report greater than 35% rates of pre-surgery tumor reductions and/or downstages (p<0.01). The excerpt contrasts the low PD-L1 context with settings where Keytruda and Opdivo work best (high PD-L1).