Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
| EX-5 - OPINION OF HART & HART, LLC - CEL SCI CORP | cvm_ex5.htm |
| EX-23 - CONSENT OF HART & HART, LLC - CEL SCI CORP | cvm_ex23.htm |
| EX-4.(S) - FORM OF WARRANT (SERIES PP) - CEL SCI CORP | cvm_ex4s.htm |
| EX-10.(VVV) - SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex10vvv.htm |
| EX-4.(T) - PLACEMENT AGENT WARRANT (SERIES QQ) - CEL SCI CORP | exhibit4t.htm |
| EX-1.1 - ENGAGEMENT AGREEMENT, DATED AUGUST 21, 2017, BY AND AMONG CEL-SCI CORPORATION AN - CEL SCI CORP | cvm_ex11.htm |
EXHIBIT 99
 |
Contact:
Gavin de Windt
Investor Relations Manager
Phone: 703 506-9460
Email address: gdewindt@cel-sci.com
|
CEL-SCI Announces $3.5 Million
Registered Direct Offering
Vienna, VA, August 23, 2017 - CEL-SCI
Corporation (NYSE
American: 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 $3.5
million in a registered direct offering. The closing of the
offering is expected to take place on or about August 28, 2017,
subject to the satisfaction of customary closing
conditions.
In
connection with the offering, CEL-SCI will issue approximately
1,750,000 registered shares of common stock at a purchase price of
$2.00 per share. Concurrently in a private placement, the
Company will issue warrants to purchase up to 1,750,000 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
$2.30 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.
CEL-SCI
Corporation
August
23, 2017
Page
2
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. 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. 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 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 in progress.