CEL-SCI Announces Pricing of $4.25 Million Public Offering of Common Stock and Warrants
December 02 2016 - 7:00AM
Business Wire
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161202005184/en/
CEL-SCI CorporationGavin de Windt, 703-506-9460
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