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 June 14, 2026, with the earliest event reported on that date. The filing details the entry into a Material Definitive Agreement regarding a private placement of common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Private placement of 2,500,000 shares of common stock.
- Offering Price: $1.00 per share.
- Gross Proceeds: $2,500,000.
- Placement Agent Fees: 7.0% of gross proceeds ($175,000) plus expense reimbursement up to $67,000.
- Use of Proceeds: Funding continued development of Multikine, general corporate purposes, and working capital.
- Closing Date: June 16, 2026.
The filing does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels as this is a transaction report rather than a periodic financial statement.
Material Changes and Agreements
The primary material change is the issuance of new equity and the associated dilution. Key contractual terms include:
- Lock-Up Period (Company): CEL-SCI agreed not to issue or announce the issuance of common stock or convertible securities for 30 days from June 16, 2026, subject to exceptions.
- Lock-Up Period (Insiders): Directors and officers agreed not to sell or transfer company securities for 45 days from June 14, 2026, subject to exceptions.
Guidance, Outlook, and Risks
Management intends to utilize the net proceeds to advance the development of Multikine. The filing includes standard forward-looking statements cautioning that actual results may differ materially from projections. Specific risks and uncertainties are referenced in the Company's prospectus supplement dated June 14, 2026, and its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. No specific guidance on future revenue or earnings is provided in this document.
Investor Verification Checklist
- Verify the exact net proceeds after deducting the 7% placement fee and up to $67,000 in expenses.
- Review the full text of the Placement Agency Agreement (Exhibit 1.1) for specific exceptions to the lock-up provisions.
- Confirm the current cash position and runway for Multikine development post-offering.
- Examine the prospectus supplement (Rule 424(b)(5)) for detailed risk factors regarding the Multikine program.
- Check subsequent filings for any updates on the utilization of proceeds or changes in the development timeline.