CEL-SCI Corp 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedSeptember 30, 2024. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _________ to __________. Commission file number1-11889 CEL-SCI CORPORATION (Exact name of registrant as specified in its charter) Colorado(State or other jurisdiction of incorporation 84-0916344(I.R.S. Employer Identification No.) or organization) 8229 Boone Blvd., Suite 802Vienna, Virginia(Address of principal executive offices) 22182(Zip Code) Registrant's telephone number, including area code: (703) 506-9460 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on whichregisteredCommon StockCVMNYSE American Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company or an “emerging growth company”. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes☐No☐ The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing saleprice of the registrant’s common stock on March 31, 2024, as quoted on the NYSE American, was $100,002,189. As of January 6, 2025, the Registrant had 74,107,041 issued and outstanding shares of common stock. Documents Incorporated by Reference: None FORWARD-LOOKING STATEMENTS This report contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. You can generally identify these forward-looking statements by forward-looking words such as “anticipates,” “believes,” “expects,” “intends,” “future,” “could,” “estimates,” “plans,”“would,” “should,” “potential,” “continues” and similar words or expressions (as well as other words or expressionsreferencingfuture events,conditions or circumstances).These forward-looking statements involve risks,uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to: ·the progress and timing of, and the amount of expenses associated with, our research, development andcommercialization activities for our product candidates, including Multikine;·our expectations regarding the timi