Attached files
file | filename |
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EX-1.1 - ENGAGEMENT AGREEMENT, DATED FEBRUARY 15, 2017, BY AND AMONG CEL SCI CORPORATION - CEL SCI CORP | cvm_ex1-1.htm |
EX-23 - SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex23.htm |
EX-10.(QQQ) - MATERIAL CONTRACTS - CEL SCI CORP | cvm_ex10qqq.htm |
EX-5 - OPINION OF HART AND HART, LLC - CEL SCI CORP | cvm_ex5.htm |
EX-4.(N) - PLACEMENT AGENT WARRANT (SERIES FF) - CEL SCI CORP | cvm_ex4n.htm |
EX-4.(M) - FORM OF WARRANT (SERIES GG) - CEL SCI CORP | cvm_ex4m.htm |
8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
EXHIBIT 99.1
|
NEWS
RELEASE
|
8229 Boone
Boulevard, Suite 802
|
COMPANY
CONTACT:
|
Vienna, VA 22182.
USA
|
Gavin de
Windt
|
Telephone (703)
506-9460
|
CEL-SCI
Corporation
|
www.cel-sci.com
|
(703)
506-9460
|
CEL-SCI ANNOUNCES $1.0 MILLION REGISTERED DIRECT
OFFERING
Vienna, VA, Friday, February 17, 2017 -
CEL-SCI Corporation (NYSE
MKT:CVM) today announced it has entered into a definitive
agreement with institutional investors for an offering of shares of
common stock with gross proceeds of approximately $1.0 million in a
registered direct offering. The closing of the offering is expected
to take place on or about February 23, 2017, subject to the
satisfaction of customary closing conditions.
In
connection with the offering, the CEL-SCI will issue approximately
10 million registered shares of common stock at a purchase price of
$0.10 per share. Concurrently in a private placement, the
Company will issue warrants to purchase up to shares of its common
stock. For each share of common stock purchased by an investor,
such investor in the private placement will receive from the
CEL-SCI an unregistered warrant to purchase one share of common
stock. The warrants have an exercise price of $0.12 per share,
will be exercisable upon the 6 month anniversary of the issue date,
and will expire five and a half years from the issue
date.
Rodman
& Renshaw, a unit of H.C. Wainwright & Co., LLC, is acting
as the exclusive placement agent in connection with the
offering.
CEL-SCI
intends to use the net proceeds from the offering for the Phase 3
clinical study and general corporate purposes.
The
shares of common stock described above (but not the warrants or the
shares of common stock underlying the warrants) are being offered
pursuant to a “shelf” registration statement (File No.
333-205444). Such shares of common stock may be offered only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration
statement.
The
warrants described above were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Act”), and Regulation D promulgated thereunder and,
along with the shares of common stock underlying the warrants, have
not been registered under the Act, or applicable state securities
laws. Accordingly, the warrants and underlying shares of common
stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
A
prospectus supplement and the accompanying prospectus relating to
the offering will be filed with the SEC and will be available on
the SEC’s website at http://www.sec.gov.
Copies of the prospectus supplement, when filed with the SEC, and
accompanying prospectus relating to this offering may also be
obtained from H.C. Wainwright & Co., LLC, by emailing
placements@hcwco.com
or by calling 646-975-6996.
1
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About
CEL-SCI Corporation
CEL-SCI's work is
focused on finding the best way to activate the immune system to
fight cancer and infectious diseases. Its lead investigational
immunotherapy, Multikine* (Leukocyte Interleukin, Injection), is
currently being studied in a pivotal Phase 3 clinical trial as a
potential neoadjuvant treatment for patients with squamous cell
carcinoma of the head and neck. Subject to the partial clinical
hold, the study was designed with the objective that, if the study
endpoint, which is an improvement in overall survival of the
subjects treated with the Multikine treatment regimen plus the
current standard of care (SOC) as compared to subjects treated with
the current SOC only, is satisfied, the study results will be used
to support applications that the Company plans to submit to
regulatory agencies in order to seek commercial marketing approvals
for Multikine in major markets around the world. Additional
clinical indications for Multikine that are being investigated
include the treatment of cervical dysplasia in HIV/HPV co-infected
women, and the treatment of peri-anal warts in HIV/HPV co-infected
men and women. A Phase 1 trial of the former indication (treatment
of cervical dysplasia in HIV/HPV co-infected women) has been
completed at the University of Maryland. The latter indication
(treatment of peri-anal warts in HIV/HPV co-infected men and women)
is being studied in a Phase 1 trial at the University of
California, San Francisco. CEL-SCI has patents on Multikine from
the US, Europe, China, and Japan.
CEL-SCI
is also developing its pre-clinical L.E.A.P.S. (Ligand Epitope
Antigen Presentation System) technology for the potential treatment
of pandemic influenza in hospitalized patients and as a potential
vaccine for the treatment of rheumatoid arthritis.
The
Company has operations in Vienna, Virginia, and in/near Baltimore,
Maryland.
Forward-Looking
Statements
This
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
When used in this press release, the words "intends," "believes,"
"anticipated," "plans" and "expects," and similar expressions, are
intended to identify forward-looking statements. Such statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Such statements
include, but are not limited to, statements about the terms,
expected proceeds, use of proceeds and closing of the offering.
Factors that could cause or contribute to such differences include,
an inability to duplicate the clinical results demonstrated in
clinical studies, timely development of any potential products that
can be shown to be safe and effective, receiving necessary
regulatory approvals, difficulties in manufacturing any of the
Company's potential products, inability to raise the necessary
capital and the risk factors set forth from time to time in
CEL-SCI's filings with the Securities and Exchange Commission,
including but not limited to its report on Form 10-K and 10-K/A for
the year ended September 30, 2016. The Company undertakes no
obligation to publicly release the result of any revision to these
forward-looking statements which may be made to reflect the events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
* Multikine (Leukocyte Interleukin, Injection) is the trademark
that CEL-SCI has registered for this investigational therapy, and
this proprietary name is subject to FDA review in connection with
the Company's future anticipated regulatory submission for
approval. Multikine has not been licensed or approved for sale,
barter or exchange by the FDA or any other regulatory agency.
Similarly, its safety or efficacy has not been established for any
use. Moreover, no definitive conclusions can be drawn from the
early-phase, clinical-trials data involving the investigational
therapy Multikine. Further research is required, and early-phase
clinical trial results must be confirmed in the Phase 3 clinical
trial of this investigational therapy that is in progress and that
is currently subject to a clinical hold on enrollment of additional
new patients.
2