Attached files
file | filename |
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EX-99.1 - PRESS RELEASE DATED DECEMBER 1, 2016 - CEL SCI CORP | cvm_ex991.htm |
EX-23 - CONSENT OF HART AND HART LLC - CEL SCI CORP | cvm_ex23.htm |
EX-10.PPP - FORM OF SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex10pp.htm |
EX-5 - OPINION OF HART AND HART LLC - CEL SCI CORP | cvm_ex5.htm |
EX-4.L - PLACEMENT AGENT WARRANT SERIES FF - CEL SCI CORP | cvm_ex4l.htm |
EX-4.K - FORM OF WARRANT SERIES EE - CEL SCI CORP | cvm_ex4k.htm |
EX-4.J - FORM OF WARRANT SERIES DD - CEL SCI CORP | cvm_ex4j.htm |
EX-4.I - FORM OF WARRANT SERIES CC - CEL SCI CORP | cvm_ex4i.htm |
EX-1.1 - LETTER AGREEMENT - CEL SCI CORP | cvm_ex11.htm |
8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
EXHIBIT 99.2
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N EWS
RELEASE
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8229 Boone
Boulevard, Suite 802
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COMPANY
CONTACT:
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Vienna, VA 22182.
USA
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Gavin de
Windt
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Telephone (703)
506-9460
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CEL-SCI Corporation
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www.cel-sci.com
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(703)
506-9460
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CEL-SCI ANNOUNCES PRICING OF $4.25 MILLION PUBLIC OFFERING OF
COMMON STOCK AND WARRANTS
Vienna, VA, December 2, 2016 -- CEL-SCI Corporation
(NYSE MKT: CVM) announced
today that it has priced its public offering of common stock and
warrants.
CEL-SCI
announced that it has agreed to sell 34,024,000 shares of common
stock and warrants to purchase common stock at a price of $0.125.
The warrants consist of 17,012,000 Series CC warrants to purchase
17,012,000 shares of common stock, 34,024,000 Series DD warrants to
purchase 34,024,000 shares of common stock and 34,024,000 Series EE
warrants to purchase 34,024,000 shares of common stock. The Series
CC warrants are immediately exercisable, expire in five-years and
have an exercise price of $0.20 per share. The Series DD warrants
are immediately exercisable, expire in six-months and have an
exercise price of $0.18 per share. The Series EE warrants are
immediately exercisable, expire in nine-months and have an exercise
price of $0.18 per share. The gross proceeds to CEL-SCI from this
offering are expected to be approximately $4.25 million, excluding
any future proceeds that may be received from the exercise of the
warrants. CEL-SCI currently intends to use the net proceeds from
the offering to fund the continued development of Multikine*, LEAPS
and for other general corporate purposes.
Rodman
& Renshaw, a unit of H.C. Wainwright & Co., LLC, is acting
as exclusive placement agent in connection with the
offering.
A
“shelf” registration statement relating to the shares
of common stock and warrants to be issued in the proposed offering
was filed with the Securities and Exchange Commission (SEC) and was
declared effective by the SEC on October 30, 2015, and is expected
to close on or about December 7, 2016, subject to customary closing
conditions. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, these securities, nor
will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
A
preliminary prospectus supplement and accompanying prospectus
describing the terms of the proposed offering have been filed with
the SEC. Copies of the final prospectus supplement and the
accompanying prospectus relating to the securities being offered,
when available, may also be obtained from Rodman & Renshaw, a
unit of H.C. Wainwright & Co., via email at placements@hcwco.com.
Electronic copies of the final prospectus supplement and
accompanying prospectus will also be available on the SEC’s
website at http://www.sec.gov.
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, including
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms or at all. 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, 2015. 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.