CEL-SCI美股招股说明书(2026-06-15版)

2,500,000 Shares of Common Stock CEL-SCI Corporation We are offering, on a best-efforts basis,2,500,000 shares of our common stock par value $0.01 per share, pursuant to this prospectussupplement and the accompanying prospectus. The shares will be sold for a purchase price of $1.00 per share. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering. Theplacement 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 deliver thesecurities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trustor similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is nominimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered, which maysignificantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we donot sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is noescrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we areunable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale ofsecurities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds toeffectively implement our business plan. See the section entitled “Risk Factors” for more information. We will bear all costs associatedwith the offering. See “Plan of Distribution” on page S-29 of this prospectus for more information regarding these arrangements. Our common stock is listed on the NYSE American under the symbol “CVM.” The last reported sale price of our common stock on theNYSE American on June 12, 2026 was $1.08 per share. The aggregate market value of our outstanding voting common stock held by non-affiliates pursuant to General Instruction I.B.6 of FormS-3 is approximately $71.4 million, which was calculated based on 14,428,236 shares outstanding held by non-affiliates, at a price of$4.95 per share, the adjusted closing price of our shares of common stock on April 17, 2026. During the 12-calendar month period thatends on, and includes, the date of this prospectus supplement, we have offered $5.73 million of securities pursuant to General InstructionI.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 by means of theregistration statement, of which this prospectus is a part, in a public primary offering with a value exceeding more than one-third of theaggregate 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 sell our common stockhaving an aggregate offering price of up to approximately $18.1 million. Investing in our securities involves significant risks. Please read the information contained in or incorporated by reference underthe heading “Risk Factors” beginning on pageS-12 of this prospectus supplement, and under similar headings in otherdocuments filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecuritiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense. Per ShareTotalOffering price$1.00$2,500,000Placement agent commissions(1)$0.07$175,000Proceeds, before expenses, to us$0.93$2,325,000 (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 aboutJune 16, 2026, subject to satisfaction ofcertain customary closing conditions. ThinkEquity The date of this prospectus supplement is June 14, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout Th