CEL-SCI Corp美股招股说明书(2025-07-14版)

We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. Theplacement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliverthe securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received inescrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securitiesoffered, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refundin the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition,because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in ourcompany, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceedsfrom the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able touse such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information. We will bearall costs associated with the offering. See “Plan of Distribution” on page S-29 of this prospectus for more information regarding thesearrangements.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 July 10, 2025 was $3.82 per share. 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 $5.7 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.Investing in our securities involves significant risks. Please read the information contained in or incorporated by reference The delivery to purchasers of the securities in this offering is expected to be made on or aboutJuly 14, 2025, subject to satisfaction of ThinkEquity About This Prospectus SupplementSpecial Note Regarding Forward-Looking Statements Risk FactorsSelected Financial Data Reflecting Reverse Stock Split Description of SecuritiesIndemnificationAdditional Information 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. entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” 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 anyone 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 or supplement or the accompanying prospectus or any free writing prospectus, as the case may be, or in the case of the documentsincorporated by reference, the date of such documents regardless of the time of delivery