Attached files
| file | filename |
|---|---|
| EX-23 - CONSENT OF HART & HART, LLC - CEL SCI CORP | cvm_ex23.htm |
| EX-10.4 - SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex104.htm |
| EX-5 - OPINION OF HART & HART, LLC - CEL SCI CORP | cvm_ex5.htm |
| EX-4.(V) - PLACEMENT AGENT WARRANT (SERIES WW) - CEL SCI CORP | cvm_ex4v.htm |
| EX-4.(U) - FORM OF WARRANT (SERIES VV) - CEL SCI CORP | cvm_ex4u.htm |
| EX-1.1 - ENGAGEMENT AGREEMENT - CEL SCI CORP | cvm_ex11.htm |
| 8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
Exhibit 99
 |
NEWS
RELEASE
|
|
8229
Boone Boulevard, Suite 802
Vienna,
VA 22182. USA
Telephone
(703) 506-9460
www.cel-sci.com
|
COMPANY
CONTACT:
Gavin
de Windt
CEL-SCI
Corporation
(703)
506-9460
|
CEL-SCI ANNOUNCES $5 MILLION REGISTERED DIRECT
OFFERING
Vienna, VA, June 28, 2018 -- CEL-SCI
Corporation (NYSE American:
CVM) today announced it has entered into definitive
agreements with institutional investors for an offering of shares
of common stock with gross proceeds of approximately $5 million in
a registered direct offering. The closing of the offering is
expected to take place on or about July 2, 2018, subject to the
satisfaction of customary closing conditions.
In
connection with the offering, CEL-SCI will issue approximately
3,900,000 registered shares of common stock at a purchase price of
$1.30 per share. Concurrently in a private placement, the Company
will issue to the investors warrants to purchase up to 3,900,000
shares of its common stock. For each share of common stock
purchased in the registered direct offering, the investors in the
private placement will receive from CEL-SCI an unregistered warrant
to purchase one share of common stock. The warrants have an
exercise price of $1.75 per share, will be exercisable upon the 6
month anniversary of the issue date, and will expire 5.5 years from
the issue date.
H.C.
Wainwright & Co., LLC is acting as the exclusive placement
agent for 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 an effective "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 final
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 final
prospectus supplement and the accompanying prospectus relating to
this offering, when available, may also be obtained from H.C.
Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York,
New York 10022, by emailing placements@hcwco.com or by calling
646-975-6996.
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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
is a Phase 3 cancer immunotherapy company. The Phase 3 study is
fully enrolled with 928 patients. When it comes to cancer
immunotherapy, CEL-SCI believes it is most logical to boost the
patient's immune system while it is still intact in order to have
the greatest possible impact on survival. Therefore, in CEL-SCI's
pivotal Phase 3 study patients who are newly diagnosed with
advanced head and neck cancer are treated first with its lead
investigational immunotherapy Multikine* (Leukocyte Interleukin,
Injection), BEFORE they receive surgery, radiation and/or
chemotherapy. This approach is unique. Most other cancer
immunotherapies are used only after conventional therapies have
been tried and/or failed. Head and neck cancer represents about 6%
of all cancers. Multikine has received Orphan Drug designation from
the FDA for the treatment of head and neck cancer patients with
advanced squamous cell carcinoma. CEL-SCI has received patents for
Multikine from the US, Europe, China and Japan.
The
Company's LEAPS technology is currently being developed as a
therapeutic vaccine for rheumatoid arthritis and is supported by
grants from the National Institutes of Health. 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. These
forward-looking statements include, but are not limited to,
statements regarding the completion, size and use of proceeds of
the registered direct offering that involve risks and
uncertainties, including, without limitation, risks and
uncertainties related to market conditions and the satisfaction of
closing conditions related to the registered direct offering. Such
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. 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 for the year
ended September 30, 2017. 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, except as required by law.
* 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.
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