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EXHIBIT 99
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802 COMPANY CONTACT:
Vienna, VA 22182. USA Gavin de Windt
Telephone (703) 506-9460 CEL-SCI Corporation
www.cel-sci.com (703) 506-9460
CEL-SCI ANNOUNCES $1.51 MILLION REGISTERED DIRECT OFFERING
Vienna, VA, Friday, May 1, 2017 - CEL-SCI Corporation (NYSE MKT:CVM) today
announced it has entered into a definitive agreement with one institutional
investor for an offering of shares of common stock with gross proceeds of
approximately $1.51 million in a registered direct offering. The closing of the
offering is expected to take place on or about May 3, 2017, subject to the
satisfaction of customary closing conditions.
In connection with the offering, the CEL-SCI will issue approximately 13,199,000
registered shares of common stock at a purchase price of $0.115 per share.
Concurrently in a private placement, the Company will issue warrants to purchase
up to 9,899,250 shares of its common stock. For each share of common stock
purchased in the registered direct offering, such investor in the private
placement will receive from the CEL-SCI an unregistered warrant to purchase 0.75
share of common stock. The warrants have an exercise price of $0.1214 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.
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,
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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. 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. 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.
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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