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, 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.
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/20170501005681/en/
CEL-SCI CorporationGavin de Windt,
703-506-9460www.cel-sci.com
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