CEL SCI CORP 8-K

What Happened

• CEL SCI CORP announced that it entered into a Placement Agency Agreement with ThinkEquity LLC and sold 6,000,000 shares of common stock at $1.20 per share. The offering was priced on May 11, 2026 and closed on May 13, 2026, producing $7,200,000 in gross proceeds. The shares were offered under the company’s Form S-1 registration statement (No. 333-295168), declared effective by the SEC on May 11, 2026.

Key Details

• Offering size and price: 6,000,000 shares at $1.20/share; gross proceeds $7,200,000.
• Placement Agent fees and expenses: cash fee equal to 7.0% of gross proceeds plus reimbursement of certain expenses up to $150,000.
• Use of proceeds: fund continued development of Multikine, general corporate purposes, and working capital.
• Transfer restrictions: company agreed to limit issuance/registration activity for 30 days from May 13, 2026; directors and officers agreed to a 45-day lock-up starting May 11, 2026.

Why It Matters

• The financing provides CEL SCI with immediate capital (net proceeds after fees/expenses) to support its lead program, Multikine, and day-to-day operations.
• The placement reduces near-term dilution uncertainty by using an effective S-1 registration, but it does dilute existing shareholders by 6,000,000 new shares.
• Fees and lock-up provisions are standard for registered offerings; investors should watch for how the company applies the proceeds and for any future capital raises.