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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cel Sci Corporation New | AMEX:CVM | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.12 | 7.36% | 1.75 | 2,052 | 13:04:33 |
Colorado
|
|
84-0916344
|
State or other
jurisdiction
incorporation
|
|
(IRS)
Employer
Identification
Number
|
8229 Boone
Boulevard, Suite 802
|
Vienna, Virginia
22182
|
Address of
principal executive offices
|
(703) 506-9460
|
Registrant's
telephone number, including area code
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☐
|
|
|
Emerging growth
company
|
☐
|
Class of Stock
|
No. Shares
Outstanding
|
Date
|
Common
|
7,638,618
|
February 3, 2017
|
Item 1.
|
|
Page
|
|
|
|
|
Condensed Balance Sheets at December 31, 2016 and
September
30, 2016 (unaudited)
|
3
|
|
|
|
|
Condensed Statements of Operations for the three months
Ended
December 31, 2016 and 2015 (unaudited)
|
4
|
|
|
|
|
Condensed Statements of Cash Flows for the three months
Ended
December 31, 2016 and 2015 (unaudited)
|
5
|
|
|
|
|
Notes to Condensed Financial Statements
(unaudited)
|
7
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition
and
Results of Operations
|
22
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market
Risks
|
28
|
8
|
|
|
Item 4.
|
Controls and Procedures
|
28
|
|
|
|
PART II
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
29
|
|
|
|
Item 6.
|
Exhibits
|
29
|
|
|
|
|
Signatures
|
30
|
|
RESTATED
|
|
|
2016
|
2015
|
|
|
|
GRANT
INCOME AND OTHER
|
$
17,258
|
$
20,976
|
|
|
|
OPERATING
EXPENSES:
|
|
|
Research
and development
|
3,548,257
|
4,692,908
|
General
& administrative
|
1,407,009
|
634,601
|
|
|
|
Total
operating expenses
|
4,955,266
|
5,327,509
|
|
|
|
OPERATING
LOSS
|
(4,938,008
)
|
(5,306,533
)
|
|
|
|
GAIN
ON DERIVATIVE INSTRUMENTS
|
8,928,312
|
8,122,960
|
|
|
|
INTEREST
EXPENSE, NET
|
(469,151
)
|
(483,693
)
|
|
|
|
NET
INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
3,521,153
|
$
2,332,734
|
|
|
|
|
|
|
NET
INCOME PER COMMON SHARE
|
|
|
BASIC
|
$
0.59
|
$
0.53
|
DILUTED
|
$
0.32
|
$
0.53
|
|
|
|
WEIGHTED
AVERAGE COMMON SHARES
|
|
|
OUTSTANDING
|
|
|
BASIC
|
5,994,431
|
4,390,740
|
DILUTED
|
6,084,708
|
4,465,591
|
|
|
|
See notes to condensed financial
statements
|
|
RESTATED
|
|
|
2016
|
2015
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
income
|
$
3,521,153
|
$
2,332,734
|
Adjustments
to reconcile net income to
|
|
|
net
cash used in operating activities:
|
|
|
Depreciation
and amortization
|
159,173
|
170,177
|
Issuance
of common stock and options for services
|
78,553
|
329,195
|
Equity
based compensation
|
312,375
|
427,910
|
Common
stock contributed to 401(k) plan
|
38,372
|
40,995
|
Loss
on retired equipment
|
1,187
|
115
|
Gain
on derivative instruments
|
(8,928,312
)
|
(8,122,960
)
|
Capital lease interest
|
51,213
|
57,468
|
(Increase)/decrease
in assets:
|
|
|
Receivables
|
85,046
|
75,206
|
Prepaid
expenses
|
96,507
|
51,628
|
Inventory
used for R&D and manufacturing
|
314,138
|
58,798
|
Deposits
|
150,000
|
150,000
|
Increase/(decrease)
in liabilities:
|
|
|
Accounts
payable
|
(75,029
)
|
(1,666,792
)
|
Accrued
expenses
|
(59,196
)
|
280,032
|
Deferred
revenue
|
-
|
(1,639
)
|
Due
to employees
|
17,110
|
(25,056
)
|
Deferred
rent liability
|
(1,496
)
|
4,245
|
|
|
|
Net
cash used in operating activities
|
(4,239,206
)
|
(5,837,944
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases
of equipment
|
-
|
(14,831
)
|
|
|
|
Net
cash used in investing activities
|
-
|
(14,831
)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds
from issuance of common stock and warrants
|
3,709,931
|
10,550,538
|
Payments
on obligations under capital lease
|
(2,048
)
|
(2,194
)
|
|
|
|
Net
cash provided by financing activities
|
3,707,883
|
10,548,344
|
|
|
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(531,323
)
|
4,695,569
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,917,996
|
5,726,682
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
2,386,673
|
$
10,422,251
|
|
|
|
See notes to condensed financial
statements.
|
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
RESTATED
|
|
|
2016
|
2015
|
Decrease
in receivable due under the litigation funding arrangement
offset
|
|
|
by
the same amount payable to the legal firm providing the
services
|
$
305,341
|
$
366,267
|
Research
and office equipment included in accounts payable
|
-
|
6,814
|
Capital
lease payments included in accounts payable
|
372
|
739
|
Property
and equipment acquired through capital lease
|
26,104
|
-
|
Fair
value of warrants issued in connection with public
offering
|
2,316,084
|
5,060,771
|
Financing
costs included in accounts payable
|
77,987
|
21,000
|
Prepaid
consulting services paid with issuance of common stock
|
(18,183
)
|
8,177
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest expense
|
$
469,366
|
$
504,798
|
|
|
|
See notes to condensed financial
statements
|
Name of
Plan
|
Total Shares Reserved Under Plans
|
Shares Reserved for Outstanding
Options
|
Shares Issued
|
Remaining Options/Shares Under
Plans
|
|
|
|
|
|
Incentive Stock
Options Plans
|
138,400
|
65,959
|
N/A
|
60,453
|
Non-Qualified Stock
Option Plans
|
387,200
|
262,531
|
N/A
|
95,564
|
Stock Bonus
Plans
|
223,760
|
N/A
|
160,157
|
63,570
|
Stock Compensation
Plan
|
134,000
|
N/A
|
83,490
|
49,188
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
624,000
|
16,000
|
Name of
Plan
|
Total Shares Reserved Under Plans
|
Shares Reserved for Outstanding
Options
|
Shares Issued
|
Remaining Options/Shares Under
Plans
|
|
|
|
|
|
Incentive Stock
Option Plans
|
138,400
|
65,959
|
N/A
|
60,453
|
Non-Qualified Stock
Option Plans
|
387,200
|
277,613
|
N/A
|
82,370
|
Bonus
Plans
|
223,760
|
N/A
|
26,448
|
97,278
|
Stock Compensation
Plan
|
134,000
|
N/A
|
79,401
|
53,276
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
624,000
|
16,000
|
|
Three months Ended December 31,
|
|
|
2016
|
2015
|
Employees
|
$
312,375
|
$
427,910
|
Non-employees
|
$
78,553
|
$
329,195
|
Warrant
|
|
Issue
Date
|
Shares Issuable upon Exercise of
Warrant
|
Exercise Price
|
Expiration
Date
|
Refer-ence
|
|
|
|
|
|
|
|
Series
P
|
|
2/10/12
|
23,600
|
$
112.50
|
3/6/17
|
|
Series
DD
|
|
12/8/16
|
1,360,960
|
$
4.50
|
6/8/17
|
1
|
Series
EE
|
|
12/8/16
|
1,360,960
|
$
4.50
|
9/8/17
|
1
|
Series
N
|
|
8/18/08
|
113,785
|
$
13.18
|
8/18/17
|
|
Series
U
|
|
4/17/14
|
17,821
|
$
43.75
|
10/17/17
|
1
|
Series
S
|
|
10/11/13
-10/24/14
|
1,037,120
|
$
31.25
|
10/11/18
|
1
|
Series
V
|
|
5/28/15
|
810,127
|
$
19.75
|
5/28/20
|
1
|
Series
W
|
|
10/28/15
|
688,930
|
$
16.75
|
10/28/20
|
1
|
Series
X
|
|
1/13/16
|
120,000
|
$
9.25
|
1/13/21
|
|
Series
Y
|
|
2/15/16
|
26,000
|
$
12.00
|
2/15/21
|
|
Series
Z
|
|
5/23/16
|
264,000
|
$
13.75
|
11/23/21
|
1
|
Series
ZZ
|
|
5/23/16
|
20,000
|
$
13.75
|
5/18/21
|
1
|
Series
BB
|
|
8/26/16
|
16,000
|
$
13.75
|
8/22/21
|
1
|
Series
FF
|
|
12/8/16
|
68,048
|
$
4.00
|
12/1/21
|
1
|
Series
CC
|
|
12/8/16
|
680,480
|
$
5.00
|
12/8/21
|
1
|
Series
AA
|
|
8/26/16
|
200,000
|
$
13.75
|
2/22/22
|
1
|
Consultants
|
|
3/6/12-
7/1/16
|
23,000
|
$
9.25- $87.50
|
3/5/17-
6/30/19
|
2
|
|
December 31, 2016
|
September 30, 2016
|
Series S
warrants
|
$
490,040
|
$
3,111,361
|
Series U
warrants
|
-
|
-
|
Series V
warrants
|
202,532
|
1,620,253
|
Series W
warrants
|
132,254
|
1,799,858
|
Series Z
warrants
|
101,817
|
970,604
|
Series ZZ
warrants
|
6,725
|
70,609
|
Series AA
warrants
|
84,092
|
763,661
|
Series BB
warrants
|
5,916
|
58,588
|
Series CC
warrants
|
455,931
|
-
|
Series DD
warrants
|
72,353
|
-
|
Series EE
warrants
|
176,804
|
-
|
Series FF
warrants
|
54,242
|
-
|
|
|
|
Total warrant
liabilities
|
$
1,782,706
|
$
8,394,934
|
|
2016
|
2015
|
Series S
warrants
|
$
2,621,321
|
$
2,826,153
|
Series U
warrants
|
-
|
31,186
|
Series V
warrants
|
1,417,721
|
3,240,506
|
Series W
warrants
|
1,667,604
|
2,025,115
|
Series Z
warrants
|
868,787
|
-
|
Series ZZ
warrants
|
63,884
|
-
|
Series AA
warrants
|
679,569
|
-
|
Series BB
warrants
|
52,672
|
-
|
Series CC
warrants
|
604,492
|
-
|
Series DD
warrants
|
370,919
|
-
|
Series EE
warrants
|
514,603
|
-
|
Series FF
warrants
|
66,740
|
-
|
|
|
|
Net gain on warrant
liabilities
|
$
8,928,312
|
$
8,122,960
|
|
Quoted Prices in Active Markets for Identical Assets
or Liabilities (Level 1)
|
Significant Other Observable Inputs (Level
2)
|
Significant Unobservable Inputs (Level
3)
|
Total
|
|
|
|
|
|
Derivative
instruments
|
$
490,040
|
$
-
|
$
1,292,666
|
$
1,782,706
|
|
Quoted Prices in Active Markets for Identical Assets
or Liabilities (Level 1)
|
Significant Other Observable Inputs (Level
2)
|
Significant Unobservable Inputs (Level
3)
|
Total
|
|
|
|
|
|
Derivative
instruments
|
$
3,111,361
|
$
-
|
$
5,283,573
|
$
8,394,934
|
|
(3 months ended)
|
(12 months ended)
|
|
December 31, 2016
|
September 30, 2016
|
|
|
|
Beginning
balance
|
$
5,283,573
|
$
6,323,032
|
Issuances
|
2,316,084
|
8,722,073
|
Realized and
unrealized gains
|
(6,306,991
)
|
(9,761,532
)
|
Ending
balance
|
$
1,292,666
|
$
5,283,573
|
|
|
|
Nine months ending
September 30, 2017
|
$
1,269,000
|
Year ending
September 30,
|
|
2018
|
1,747,000
|
2019
|
1,808,000
|
2020
|
1,872,000
|
2021
|
1,937,000
|
2022
|
2,004,000
|
Thereafter
|
13,758,000
|
Total future
minimum lease obligation
|
24,395,000
|
Less imputed
interest on financing obligation
|
(11,333,000
)
|
Net present value
of lease financing obligation
|
13,062,000
|
Nine months ending
September 30, 2017
|
$
183,000
|
Year ending
September 30,
|
|
2018
|
251,000
|
2019
|
258,000
|
2020
|
238,000
|
2021
|
163,000
|
2022
|
69,000
|
Total
|
$
1,162,000
|
Nine months ending
September 30, 2017
|
$
27,433
|
Year ending
September 30,
|
|
2018
|
36,379
|
2019
|
34,676
|
2020
|
31,483
|
2021
|
28,183
|
2022
|
24,380
|
Thereafter
|
64,733
|
Total
|
$
247,267
|
|
Three Months Ended December 31,
2016
|
||
|
Net Income – Restated
(1)
|
Weighted Average Shares
|
EPS
|
Basic
earnings per share
|
$
3,521,153
|
5,994,431
|
$
0.59
|
Gain on derivatives
(2)
|
(1,556,754
)
|
90,277
|
|
|
|
|
|
Dilutive
earnings per share
|
$
1,964,399
|
6,084,708
|
$
0.32
|
(1) See Note I -
Restatement
|
|
|
|
(2) Includes certain Series CC, DD, EE and FF
warrants
|
|
|
|
Three Months Ended December 31,
2015
|
||
|
Net Income – Restated
(1)
|
Weighted Average Shares
|
EPS
|
Basic
earnings per share
|
$
2,332,734
|
4,390,740
|
$
0.53
|
Conversion
of note payable
|
24,841
|
74,851
|
|
|
|
|
|
Dilutive
earnings per share
|
$
2,357,575
|
4,465,591
|
$
0.53
|
(1)
See
Note I - Restatement
|
|
|
|
|
2016
|
2015
|
|
|
|
Options
and Warrants
|
6,946,179
|
2,991,061
|
Unvested
Restricted Stock
|
604,000
|
604,000
|
Total
|
7,550,179
|
3,595,061
|
|
December 31, 2016
|
||
Balance
Sheet
|
PREVIOUSLY REPORTED
|
ADJUSTMENT
|
RESTATED
|
Total
current assets
|
$
4,522,290
|
$
(415,003
)
|
$
4,107,287
|
Other
assets
|
5,405,599
|
13,738,445
|
19,144,044
|
Total
assets
|
9,927,889
|
13,323,442
|
23,251,331
|
Total
liabilities
|
5,494,598
|
13,062,236
|
18,556,834
|
Stockholders'
equity
|
4,433,291
|
261,206
|
4,694,497
|
|
September 30, 2016
|
||
Balance
Sheet
|
PREVIOUSLY REPORTED
|
ADJUSTMENT
|
RESTATED
|
Total
current assets
|
$
5,887,646
|
$
(429,821
)
|
$
5,457,825
|
Other
assets
|
5,710,601
|
13,717,699
|
19,428,300
|
Total
assets
|
11,598,247
|
13,287,878
|
24,886,125
|
Total
liabilities
|
12,554,315
|
13,011,023
|
25,565,338
|
Stockholders'
deficit
|
(956,068
)
|
276,855
|
(679,213
)
|
|
Three Months Ended December 31,
2016
|
||
Statement of
Operations
|
PREVIOUSLY REPORTED
|
ADJUSTMENT
|
RESTATED
|
Research
and development expenses
|
$
4,024,856
|
$
(476,599
)
|
$
3,548,257
|
Total
operating expenses
|
5,431,865
|
(476,599
)
|
4,955,266
|
Operating
loss
|
(5,414,607
)
|
476,599
|
(4,938,008
)
|
Interest
income (expense), net
|
23,097
|
(492,248
)
|
(469,151
)
|
Net
income
|
3,536,802
|
(15,649
)
|
3,521,153
|
|
|
|
|
Net
income per share - basic
|
$
0.59
|
|
$
0.59
|
Net
income per share - diluted
|
$
0.33
|
|
$
0.32
|
|
Three Months Ended December 31,
2015
|
||
Statement of
Operation
|
PREVIOUSLY REPORTED
|
ADJUSTMENT
|
RESTATED
|
Research
and development expenses
|
$
5,169,507
|
$
(476,599
)
|
$
4,692,908
|
Total
operating expenses
|
5,804,108
|
(476,599
)
|
5,327,509
|
Operating
loss
|
(5,783,132
)
|
476,599
|
(5,306,533
)
|
Interest
income (expense), net
|
1,985
|
(485,678
)
|
(483,693
)
|
Net
income
|
2,341,813
|
(9,079
)
|
2,332,734
|
|
|
|
|
Net
income per share - basic and diluted
|
$
0.53
|
|
$
0.53
|
|
Accumulated Deficit
|
PREVIOUSLY
REPORTED, SEPTEMBER 30, 2016
|
$
(285,667,977
)
|
ADJUSTMENT
|
276,855
|
RESTATED
BALANCE, SEPTEMBER 30, 2016
|
(285,391,122
)
|
|
|
Net
income - RESTATED
|
3,521,153
|
BALANCE,
DECEMBER 31, 2016
|
$
(281,869,969
)
|
|
Three months ended December 31,
|
|
|
2016
|
2015
|
|
|
|
MULTIKINE -
Restated
|
$
3,463,006
|
$
4,597,826
|
LEAPS
|
85,251
|
95,082
|
|
|
|
TOTAL -
Restated
|
$
3,548,257
|
$
4,692,908
|
|
CEL-SCI
CORPORATION
|
|
|
|
|
|
|
Date:
December 11, 2017
|
By:
|
/s/
Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Principal Executive
Officer*
|
|
1 Year Cel Sci Chart |
1 Month Cel Sci Chart |
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