CEL-SCI Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CEL-SCI Corporation (CEL-SCI) on May 11, 2026. The report details the entry into a Material Definitive Agreement regarding a public equity offering. The offering closed on May 13, 2026.
Key Financial Metrics
- Offering Size: 6,000,000 shares of common stock.
- Offering Price: $1.20 per share.
- Gross Proceeds: $7,200,000.
- Placement Agent Fee: 7.0% of gross proceeds.
- Expense Reimbursement: Up to $150,000.
- Use of Proceeds: Funding continued development of Multikine, general corporate purposes, and working capital.
Note: This filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the increase in share count and capitalization resulting from the issuance of 6,000,000 new shares. The filing does not provide comparative financial data against prior periods.
Guidance, Outlook, and Restrictions
- Lock-Up Agreements: The Company agreed not to issue or announce the issuance of common stock or convertible securities for 30 days from May 13, 2026. Directors and officers are subject to a 45-day lock-up period from May 11, 2026.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks and uncertainties, referencing the "Risk Factors" section of the Form 10-K for the fiscal year ended September 30, 2025.
- Outlook: Management intends to utilize net proceeds specifically for the development of Multikine.
Investor Verification Checklist
- Verify the exact net proceeds after deducting the 7.0% placement fee and up to $150,000 in expenses.
- Review the full text of the Placement Agency Agreement (Exhibit 1 to Form S-1) for additional covenants.
- Confirm the dilution impact of the 6,000,000 new shares on existing shareholders.
- Check the Form 10-K filed on December 29, 2025, for detailed risk factors and prior financial health.