CEL-SCI Corp美国招股说明书（2025年5月22日版本）

2,000,000 Shares CEL-SCI Corporation We are offering 2,000,000 shares 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 $2.50 per share. 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 21, 2025 was $4.51 per share. 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 adjusted closing 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 split of our outstanding common stock (“Reverse Stock Split”). Thereverse stock split did not reduce the number of authorized shares of our common stock or preferred stock. All share and per shareamounts in this 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 Public offering price (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 to 190,000 additional shares of commonstock solely to cover over-allotments, if any. The underwriter expects to deliver the shares against payment on or about May 23, 2025. ThinkEquity The date of this prospectus supplement is May 21, 2025. TABLE OF CONTENTS Prospectus SupplementPageAbout This Prospectus SupplementS-1Special Note Regarding Forward-Looking StatementsS-2Prospectus Supplement SummaryS-3The OfferingS-3Risk FactorsS-13Selected Financial Data Reflecting Reverse Stock SplitS-22Use of ProceedsS-24DilutionS-25Dividend PolicyS-26Certain U.S. Federal Income Tax ConsiderationsS-27UnderwritingS-30Legal MattersS-36ExpertsS-36Where You Can Find Additional InformationS-37Incorporation of Certain Information By ReferenceS-38 Prospectus 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 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 authorizedanyone to provide you with information that is in addition to or different from that contained or incorporated by reference in thisprospectus 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