CEL-SCI Announces Bought Deal Offering
December 08 2020 - 6:44PM
Business Wire
CEL-SCI Corporation (NYSE American: CVM), a Phase 3 cancer immunotherapy
company, today announced that it has entered into an
underwriting agreement with Kingswood Capital Markets, division of
Benchmark Investments, Inc. and Aegis Capital Corp. under which the
underwriters have agreed to purchase on a firm commitment basis a
minimum of 1,000,000 shares of common stock of the Company, at a
price to the public of $14.65 per share (the “Public Price”),
representing a 5% discount to the Company’s December 8, 2020
closing share price. The closing of the offering is expected to
occur on or about December 11, 2020, subject to customary closing
conditions.
Kingswood Capital Markets, division of Benchmark Investments,
Inc. and Aegis Capital Corp. are acting as the joint book-running
managers for the offering.
The Company also has granted to the underwriters a 30-day option
to purchase up to 15% of the offering at the Public Price. The use
of proceeds will be to fund the continued development of Multikine*
and LEAPS, the expansion of the Company’s manufacturing facility
and for other general corporate purposes.
The shares of common stock described above are being offered by
CEL-SCI pursuant to a "shelf" registration statement on Form S-3
(File No. 333-226558) filed with the Securities and Exchange
Commission (SEC) and the accompanying prospectus contained therein.
The offering of the shares of common stock is being made only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A preliminary
prospectus supplement and the accompanying prospectus relating to
and describing the terms of the offering has been filed with the
SEC. Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to this offering may be obtained
on the SEC's website at http://www.sec.gov or by contacting
Kingswood Capital Markets, Attention: Syndicate Desk, 17 Battery
Place, Suite 625, New York, NY 10004, by email at
syndicate@kingswoodcm.com, or by telephone at (212) 404-7002.
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 is a clinical-stage biotechnology company focused on
finding the best way to activate the immune system to fight cancer
and infectious diseases. The Company’s lead investigational therapy
Multikine is currently in a pivotal Phase 3 clinical trial
involving head and neck cancer, for which the Company has received
Orphan Drug Status from the FDA. The Company has operations in
Vienna, Virginia, and 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 the risk that the offering is subject to market and other
conditions and there can be no assurance as to whether or when the
offering may be completed or as to the actual size or terms 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 amended report on Form
10-K/A for the year ended September 30, 2019. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201208006170/en/
Gavin de Windt CEL-SCI Corporation (703) 506-9460
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