CEL-SCI Corp美股招股说明书(2025-05-21版) CEL-SCI公司美国存托股票招股说明书（2025年5月21日版本）

Registration No. 333-265995 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are part of an effective registration statement filed with the Securities andExchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the (To Prospectus Dated July 15, 2022) Shares of Pre-Funded Warrants CEL-SCI Corporation We are offeringshares of our common stock par value $0.01 per share, pursuant to this prospectus supplement and theaccompanying prospectus. The shares will be sold for a purchase price of $per share. We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in thepurchaser, 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 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 do The aggregate market value of our outstanding voting common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 is approximately $28.6 million, which was calculated based on 3,073,176 shares outstanding held by non-affiliates, at a priceof $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 bymeans of the registration statement, of which this prospectus is a part, in a public primary offering with a value exceeding more than Effective May 20, 2025, we completed a 1-for-30 reverse stock splitof our outstanding common stock ( “Reverse Stock Split”). Thereverse stock splitdid not reduce the number of authorized shares of our common stock or preferred stock. All share and per shareamounts inthis prospectus supplement have been adjusted to give effect to the reverse stock split. However, any documents Investing in our securities involves significant risks. Please read the information contained in or incorporated by referenceunder the heading “Risk Factors” beginning on pageS-15of this prospectus supplement, and under similar headings in other Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any (1)In addition to the underwriting discount, we have agreed to reimburse the underwriter for certain expenses in connection withthis offering. See “Underwriting” for a description of the compensation payable to the underwriter. We have granted a 45-day option to the representative of the underwriters to purchase up toadditional shares of common stockand/orPre-Funded Warrants solely to cover over-allotments, if any. The underwriter expects to deliver the shares and Pre-Funded Warrants (if any) against payment on or aboutMay ThinkEquity The date of this prospectus supplement isMay TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or theSEC, using a “shelf” registration process (Registration File No. 333-265995) and consists of two parts. The first part is this prospectussupplement, 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 both 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 importantinformation about us, the securities being offered and other information you should kno