CEL-SCI Corp美股招股说明书(2025-05-22版)

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. Form 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 General Instruction 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 thanone-third of the aggregate market value of our voting and non-voting common equity in any 12 month period so long as our public float 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.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 documentsincorporated by reference, including the financial statements, do not reflect the Reverse Stock Split. 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. Anyrepresentation to the contrary is a criminal offense. Public offering price$2.50$5,000,000Underwriting discount(1)$0.175$Proceeds, before expenses, to us$2.325$4,650,000 this 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 common Selected Financial Data Reflecting Reverse Stock Split Use of ProceedsDividend PolicyCertain U.S. Federal Income Tax ConsiderationsUnderwritingLegal Matters Incorporation of Certain Information By ReferenceProspectusProspectus Summary Plan of DistributionDescription of SecuritiesIndemnificationAdditional Information1 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. 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 as of any date other than as of the date of this prospectussupplement or the accompanying prospectus or any free writing prospectus, as the case may be, or in the case of the documents S-1 Exchange Act of 1934, as amended. Forward-looking statements are those that predict or describe future events or trends and that donot relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions,although not all forward-looking statements contain these identifying words. All statements contained in this prospectus supplement, the accompanying prospectus and the documents