CEL-SCI Corp美股招股说明书(2026-05-13版)

6,000,000 Shares of Common Stock CEL-SCI Corporation We are offering on a best efforts basis 6,000,000 shares of common stock of CEL-SCI Corporation at a public offering price of $1.20per share. 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 thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agent fees to the placementagent 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. Becausethere 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 36 of this prospectus for more information regarding thesearrangements. These securities are speculative and involve a high degree of risk. For a description of certain important factors that should beconsidered by prospective investors, see "risk factors" beginning on page 16 of this prospectus and in our 2025 annual report on form10-K which is incorporated by reference. Neither the securities and exchange commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to thecontrary is a criminal offense. Public offering price (1)In addition to the placement agent commissions, we have agreed to reimburse the placement agent for certain expenses inconnection with this offering. See “Plan of Distribution” for a description of the compensation payable to the placement agent. The delivery to purchasers of the securities in this offering is expected to be made on or about May 13, 2026, subject to satisfaction ofcertain customary closing conditions. ThinkEquity The date of this prospectus is May 11, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS4PROSPECTUS SUMMARY5THE OFFERING12SUMMARY FINANCIAL DATA13CORPORATE INFORMATION15RISK FACTORS16CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS26MARKET FOR CEL-SCI’S COMMON STOCK27USE OF PROCEEDS28DIVIDEND POLICY29DESCRIPTION OF COMMON STOCK29CERTAIN U.S. FEDERALINCOME TAXCONSIDERATIONS30PLAN OF DISTRIBUTION35LEGAL MATTERS40EXPERTS40INCORPORATION OF CERTAIN INFORMATION BY REFERENCE40WHERE YOU CAN FIND ADDITIONAL INFORMATION41 No dealer, salesperson or other person has been authorized to give any information or to make any representation notcontained in this prospectus, and if given or made, such information or representations must not be relied upon as having beenauthorized by CEL-SCI Corporation. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of thesecurities offered in any jurisdiction to any person to whom it is unlawful to make an offer by means of this prospectus. ABOUT THIS PROSPECTUS This document is part of the registration statement on Form S-1. This prospectus may add to, update or change information in thedocuments incorporated by reference into this prospectus. If information in this prospectus is inconsistent with any document incorporated by reference that was filed with the SEC before thedate of this prospectus, you should rely on this prospectus. This prospectus and the documents incorporated into each by referenceinclude important information about us, the securities being offered and other information you should know before investing in oursecurities. You should also read and consider information in the documents we have referred you to in the sections of this prospectuse