CEL-SCI Corp美股招股说明书(2025-05-21版)

to Purchase Shares of Common Stock purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity topurchase, if the purchaser so chooses, pre-funded warrants (each a “Pre-Funded Warrant”) exercisable at an exercise price of $0.0001 this offering, minus $0.0001. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all ofthe Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.This offering also includes the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants.Our common stock is listed on the NYSE American under the symbol “CVM.” The last reported sale price of our common stock onthe NYSE American on May, 2025 was $per share. There is no established trading market for the Pre-Funded Warrants and we donot intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. of $9.30 per share, the adjustedclosing price of our shares of common stock on April 11, 2025. During the 12-calendar month periodthat ends on, and includes, the date of this prospectus supplement, we have offered $4.0 million of securities pursuant to GeneralInstruction I.B.6. of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered by one-third of the aggregate market value of our voting and non-voting common equity in any 12 month period so long as our publicfloat remains below $75 million. Accordingly, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sellour common stock having an aggregate offering price of up to approximately $5.5 million. Per SharePre-FundedWarrantTotalPublic offering price$$$Underwriting discount(1)$$$Proceeds, before expenses, to us$$$(1)In addition to the underwriting discount, we have agreed to reimburse the underwriter for certain expenses in connection with The underwriter expects to deliver the shares and Pre-Funded Warrants (if any) against payment on or aboutMay, 2025.ThinkEquity About This Prospectus SupplementSpecial Note Regarding Forward-Looking Statements Prospectus Supplement SummaryThe OfferingRisk FactorsSelected Financial Data Reflecting Reverse Stock SplitUse of ProceedsDividend PolicyDescription of Pre-Funded WarrantsCertain U.S. Federal Income Tax ConsiderationsUnderwritingLegal MattersWhere You Can Find Additional InformationIncorporation of Certain Information By ReferenceProspectus Forward-Looking Statements supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more generalinformation, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to bothparts combined. This prospectus supplement may add to, update or change information in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement or the accompanying prospectus.If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated byreference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement.This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important You should rely only on this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to beincorporated by reference herein or therein and any free writing prospectus prepared by us or on our behalf. We have not authorized prospectus supplement, the accompanying prospectus and any free writing prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. We are not offering to sell these securities in any jurisdiction where the offer or saleis not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus orany free writing prospectus, or incorporated by reference herein, is accurate as of any date other than as of the date of this prospectus No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or the possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons whocome into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to this offering and the distribution of thisprospectus supplement or the accompanying prosp