CEL SCI CORP 8-K

What Happened

• CEL‑SCI Corporation announced it closed an offering of 2,500,000 shares of common stock at $1.00 per share, generating $2,500,000 in gross proceeds. The Placement Agency Agreement with ThinkEquity LLC was entered on June 14, 2026, and the offering closed June 16, 2026. The shares were sold under the company’s effective Form S‑3 registration (No. 333‑288515) and a prospectus supplement dated June 14, 2026. The company said net proceeds will be used to fund continued development of Multikine, for general corporate purposes, and working capital.

Key Details

• Offering size: 2,500,000 shares at $1.00 per share — $2,500,000 gross proceeds.
• Placement agent fee: 7.0% of gross proceeds ($175,000) plus reimbursement of certain expenses up to $67,000; net proceeds are approximately $2,258,000 after those maximum fees/expenses.
• Lock-ups: company agreed not to issue new equity or file related registration statements for 30 days from June 16, 2026; directors and officers agreed not to sell company securities for 45 days from June 14, 2026.
• Agreement includes customary representations, closing conditions and indemnification provisions (including liabilities under the Securities Act).

Why It Matters

• This transaction provides near‑term cash to support CEL‑SCI’s Multikine development and general operations. For investors, it is a dilutive equity raise (2.5M new shares) that increases share count but improves short‑term liquidity.
• The 30‑day issuance restriction and 45‑day insider lock‑up can limit additional immediate dilution and insider selling, which may help short‑term market stability.
• Fees and reimbursements reduce the funds available from the raise; the company’s disclosure quantifies those costs so investors can assess the net benefit.