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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 | 1.80 | 1.60 | 1.67 | 467,987 | 23:34:38 |
CEL-SCI
CORPORATION
|
||
(Exact name of
registrant as specified in its charter)
|
||
|
||
COLORADO
|
|
84-0916344
|
(State or other
jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
8229 Boone Blvd.,
Suite 802
|
|
|
Vienna,
Virginia
|
|
22182
|
(Address of
principal executive offices)
|
|
(Zip
Code)
|
Large accelerated filer
|
[
]
|
Accelerated filer
|
[
]
|
Non-accelerated
filer
|
[ ]
(Do not check if a smaller
reporting company)
|
Smaller reporting company
|
[X]
|
|
|
Emerging
growth company
|
[
]
|
Quarter
Ending
|
High
|
Low
|
|
|
|
12/31/2015
|
$
18.75
|
$
9.00
|
3/31/2016
|
$
16.50
|
$
9.00
|
6/30/2016
|
$
15.00
|
$
11.00
|
9/30/2016
|
$
13.50
|
$
6.00
|
|
|
|
12/31/16
|
$
7.75
|
$
1.50
|
3/31/2017
|
$
4.50
|
$
1.75
|
6/30/2017
|
$
4.00
|
$
1.46
|
9/30/2017
|
$
3.69
|
$
1.57
|
|
9/12
|
9/13
|
9/14
|
9/15
|
9/16
|
9/17
|
|
|
|
|
|
|
|
CEL-SCI Corporation
|
100.00
|
49.28
|
26.43
|
17.39
|
8.84
|
1.92
|
NYSE American
|
100.00
|
92.32
|
105.61
|
75.60
|
83.69
|
87.12
|
RDG MicroCap Biotechnology
|
100.00
|
91.20
|
74.12
|
58.64
|
30.77
|
21.86
|
|
2017
|
2016
|
2015
|
2014
|
2013
|
|
|
|
|
|
|
MULTIKINE
|
$
15,253,190
|
$
17,054,474
|
$
18,697,940
|
$
14,891,411
|
$
10,650,239
|
LEAPS
|
353,795
|
390,908
|
493,810
|
374,778
|
377,485
|
TOTAL
|
$
15,606,985
|
$
17,445,382
|
$
19,191,750
|
$
15,266,189
|
$
11,027,724
|
|
Years Ending September 30,
|
||||||
|
Total
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 & thereafter
|
Operating
Leases
|
$
979,000
|
$
251,000
|
$
258,000
|
$
238,000
|
$
163,000
|
$
69,000
|
$
-
|
Financing Lease
(1)
|
23,126,000
|
1,747,000
|
1,808,000
|
1,872,000
|
1,937,000
|
2,004,000
|
13,758,000
|
Convertible Notes
(2)
|
2,407,019
|
2,407,019
|
-
|
-
|
-
|
-
|
-
|
Total
Contractual Obligations
|
$
26,512,019
|
$
4,405,019
|
$
2,066,000
|
$
2,110,000
|
$
2,100,000
|
$
2,073,000
|
$
13,758,000
|
(1)
The amounts include future
minimum lease payments under the Company's lease of its
manufacturing facility (the San Tomas lease)
|
|||||||
(2)
The amounts include future
interest payments at a fixed rate of 4% and payment of the notes in
full upon maturity in 2018
|
Name
|
Age
|
Position
|
|
|
|
Geert
R. Kersten, Esq.
|
59
|
Director,
Chief Executive Officer and Treasurer
|
Patricia
B. Prichep
|
66
|
Senior
Vice President of Operations and Corporate
Secretary
|
Dr.
Eyal Talor
|
61
|
Chief
Scientific Officer
|
Dr.
Daniel H. Zimmerman
Immunology
|
76
|
Senior
Vice President of Research, Cellular
|
John
Cipriano
|
75
|
Senior
Vice President of Regulatory Affairs
|
Dr.
Peter R. Young
|
72
|
Director
|
Bruno
Baillavoine
|
65
|
Director
|
Name and Principal Position
|
|
Fiscal Year
|
Salary (1)
|
Bonus (2)
|
Restricted Stock Awards (3)
|
Option Awards (4)
|
All Other Compen-sation(5)
|
Total
|
|
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
|
Geert R. Kersten,
|
|
2017
|
437,461
|
--
|
15,900
|
326,961
|
55,631
|
835,953
|
Chief Executive
|
|
2016
|
558,432
|
--
|
15,900
|
--
|
54,981
|
629,314
|
Officer and Treasurer
|
|
2015
|
514,083
|
--
|
16,050
|
--
|
54,981
|
585,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia B. Prichep,
|
|
2017
|
171,028
|
--
|
13,704
|
217,974
|
9,031
|
411,737
|
Senior Vice President
|
|
2016
|
245,804
|
--
|
14,725
|
--
|
9,031
|
269,559
|
of Operations and
|
|
2015
|
235,702
|
--
|
14,128
|
--
|
6,906
|
256,736
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eyal Talor, Ph.D.,
|
|
2017
|
270,163
|
--
|
9,600
|
217,974
|
6,031
|
503,768
|
Chief Scientific Officer
|
|
2016
|
303,597
|
--
|
9,600
|
--
|
6,031
|
319,227
|
|
|
2015
|
290,983
|
--
|
9,600
|
--
|
6,031
|
306,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Zimmerman, Ph.D.,
|
|
2017
|
166,320
|
--
|
13,333
|
35,989
|
6,031
|
221,673
|
Senior Vice President of
|
|
2016
|
228,413
|
--
|
13,708
|
37,081
|
6,031
|
285,233
|
Research, Cellular
|
|
2015
|
219,026
|
--
|
13,148
|
52,003
|
6,031
|
290,209
|
Immunology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Cipriano,
|
|
2017
|
185,592
|
--
|
--
|
163,480
|
31
|
349,103
|
Senior Vice President of
|
|
2016
|
211,405
|
--
|
--
|
--
|
31
|
211,437
|
Regulatory Affairs
|
|
2015
|
202,718
|
--
|
--
|
--
|
31
|
202,749
|
Name
|
Salary
|
Geert
Kersten
|
$
125,559
|
Patricia
Prichep
|
$
71,648
|
Eyal
Talor, Ph.D.
|
$
33,392
|
Daniel
Zimmerman, Ph.D.
|
$
62,088
|
John
Cipriano
|
$
31,828
|
Name
|
Fees
|
Stock Awards (1)
|
Option Awards (2)
|
Total
|
Geert
Kersten
|
$
40,000
|
-
|
326,961
|
$
366,961
|
Alexander Esterhazy
(3)
|
$
33,750
|
-
|
15,581
|
$
49,331
|
Peter R.
Young
|
$
50,000
|
-
|
51,477
|
$
101,477
|
Bruno
Baillavoine
|
$
45,000
|
-
|
51,477
|
$
96,477
|
|
Options
Granted
|
|||||||
Name
|
|
Grant
Date
|
|
Options
Granted
|
|
Price Per
Share
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
|
Geert
Kersten
|
|
7/28/2017
|
|
180,000
|
|
$
2.18
|
|
7/27/2027
|
|
|
|
|
|
|
|
|
|
Patricia
Prichep
|
|
7/28/2017
|
|
120,000
|
|
$
2.18
|
|
7/27/2027
|
|
|
|
|
|
|
|
|
|
Eyal
Talor
|
|
7/28/2017
|
|
120,000
|
|
$
2.18
|
|
7/27/2027
|
|
|
|
|
|
|
|
|
|
Daniel
Zimmerman
|
|
6/29/2017
|
|
6,000
|
|
$
1.87
|
|
6/28/2027
|
|
|
9/18/2017
|
|
20,000
|
|
$
1.59
|
|
9/17/2027
|
|
|
|
|
|
|
|
|
|
John
Cipriano
|
|
7/28/2017
|
|
90,000
|
|
$
2.18
|
|
7/27/2027
|
|
|
|
|
|
|
|
|
|
Bruno
Baillavoine
|
|
7/28/2017
|
|
20,000
|
|
$
2.18
|
|
7/27/2027
|
Bruno
Baillavoine
|
|
6/12/2017
|
|
7,500
|
|
$
2.50
|
|
6/11/2027
|
|
|
|
|
|
|
|
|
|
Peter
Young
|
|
7/28/2017
|
|
20,000
|
|
$
2.18
|
|
7/27/2027
|
Peter
Young
|
|
6/12/2017
|
|
7,500
|
|
$
2.50
|
|
6/11/2027
|
|
Options
Cancelled
|
|||||
|
|
|
|
Weighted
|
|
Weighted
Average
|
|
|
|
|
Average
|
|
Remaining
Contractual
|
Employee
|
|
Total
Options
|
|
Exercise
Price
|
|
Term
(Years)
|
|
None
|
|
Options
Exercised
|
|||||
|
|
Date
of
|
|
Shares
Acquired
|
|
Value
|
Name
|
|
Exercise
|
|
On
Exercise
|
|
Realized
|
|
None
|
|
2,400
|
|
27.25
|
02/25/24
|
|
----------
|
|
|
|
|
18,084
|
|
|
|
|
|
8,000
(2)
|
95.00
|
07/06/19
|
|
|
1,376
|
70.00
|
12/17/22
|
|
|
120,000
|
2.18
|
07/27/27
|
|
|
----------
|
|
|
|
|
129,376
|
|
|
|
|
|
|
|
Daniel
Zimmerman, Ph.D.
|
300
|
|
155.00
|
03/04/18
|
|
600
|
|
120.00
|
07/20/20
|
|
600
|
|
172.50
|
04/14/21
|
|
900
|
|
97.50
|
05/17/22
|
|
1,568
|
|
70.00
|
12/17/17
|
|
900
|
|
52.50
|
06/30/23
|
|
1,800
|
|
27.25
|
02/25/24
|
|
8,000
|
|
27.50
|
08/05/24
|
|
2,667
|
|
15.50
|
06/25/25
|
|
1,334
|
|
11.75
|
07/21/26
|
|
----------
|
|
|
|
|
18,669
|
|
|
|
|
|
1,333
|
15.50
|
06/25/25
|
|
|
2,666
|
11.75
|
07/21/26
|
|
|
6,000
|
1.87
|
06/28/27
|
|
|
20,000
|
1.59
|
09/17/27
|
|
|
----------
|
|
|
|
|
29,999
|
|
|
|
|
|
|
|
John
Cipriano
|
300
|
|
155.00
|
03/04/18
|
|
600
|
|
120.00
|
07/20/20
|
|
600
|
|
172.50
|
04/14/21
|
|
400
|
|
62.50
|
09/30/19
|
|
900
|
|
97.50
|
05/17/22
|
|
900
|
|
57.50
|
06/30/23
|
|
1,800
|
|
27.25
|
02/25/24
|
|
----------
|
|
|
|
|
5,500
|
|
|
|
|
|
90,000
|
2.18
|
07/27/27
|
|
|
----------
|
|
|
|
|
90,000
|
|
|
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
|
124,758
|
N/A
|
454
|
Non-Qualified Stock
Option
Plans
|
1,187,200
|
1,115,086
|
N/A
|
42,830
|
Stock Bonus
Plans
|
383,760
|
N/A
|
206,390
|
177,337
|
Stock Compensation
Plan
|
134,000
|
N/A
|
115,590
|
18,410
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
624,000
|
16,000
|
Plan
category
|
Number of Securities to be Issued Upon Exercise of
Outstanding Options (a)
|
Weighted-Average Exercise Price of Outstanding
Options
|
Number of Securities Remaining Available For Future
Issuance Under Equity Compensation Plans, Excluding
SecuritiesReflected in Column (a)
|
|
|
|
|
Incentive Stock
Option Plans
|
124,758
|
$
38.82
|
454
|
Non-Qualified Stock
Option Plans
|
1,115,086
|
$
13.93
|
42,830
|
Name and
Address
|
Number of Shares (1)
|
Percent of Class (2)
|
Geert R.
Kersten
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
1,394,267
(3)
|
10.9
%
|
|
|
|
Patricia B.
Prichep
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
189,174
|
1.6
|
|
|
|
Eyal Talor,
Ph.D.
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
139,448
|
1.2
|
|
|
|
Daniel H.
Zimmerman, Ph.D.
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
34,753
|
*
|
|
|
|
John
Cipriano
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
53,500
|
*
|
|
|
|
Peter R. Young,
Ph.D.
208 Hewitt Drive,
Suite 103-143
Waco, TX
76712
|
23,445
|
*
|
|
|
|
Bruno
Baillavoine
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
|
9,167
|
*
|
|
|
|
All Officers and
Directors
as a Group (7
persons)
|
1,843,754
|
14.2
|
Name
|
Options, Notes or Warrants ExercisablePrior to
February 28, 2018
|
|
|
Geert R. Kersten,
Esq.
|
909,031
(3)
|
Patricia B.
Prichep
|
49,481
|
Eyal Talor,
Ph.D.
|
19,460
|
Daniel Zimmerman,
Ph.D.
|
22,002
|
John
Cipriano
|
5,500
|
Peter R. Young,
Ph.D.
|
22,254
|
Bruno
Baillavoine
|
9,167
|
|
Year Ended September 30,
|
|
|
2017
|
2016
|
|
|
|
Audit
Fees
|
$
375,000
|
$
311,000
|
Audit Related
Fees
|
-
|
-
|
Tax
Fees
|
-
|
-
|
All Other
Fees
|
-
|
-
|
Exhibits
|
|
|
|
|
|
3(a)
|
Articles of Incorporation
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's combined Registration
Statement on Form S-1 and Post-Effective Amendment ("Registration
Statement"), Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
3(b)
|
Amended Articles
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
3(c)
|
Amended Articles (Name change only)
|
Filed
as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1
Registration Statement (No. 33-34878).
|
|
|
|
3(d)
|
Bylaws
|
Incorporated
by reference to Exhibit 3(b) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
3(e)
|
Amended Bylaws
|
Incorporated
by reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K
dated March 16, 2015.
|
|
|
|
4
|
Shareholders Rights Agreement, as Amended
|
Incorporated
by reference to Exhibit 4 filed with CEL-SCI’s 10-K
report for the year ended September 30, 2015.
|
|
|
|
4(b)
|
Incentive Stock Option Plan
|
Incorporated
by reference to Exhibit 4 (b) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092.
|
|
|
|
4(c)
|
Non-Qualified Stock Option Plan
|
Incorporated
by reference to Exhibit 4 (b) filed on August 19, 2014 with the
Company’s registration statement on Form S¬8 (File
number 333-198244).
|
|
|
|
4(d)
|
Stock Bonus Plan
|
Incorporated
by reference to Exhibit 4 (d) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092.
|
|
|
|
4(e)
|
Stock Compensation Plan
|
Incorporated
by reference to Exhibit 4 (e) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092.
|
|
|
|
4(f)
|
2014 Incentive Stock Bonus Plan
|
Filed
with this Amendment No. 2 to the Company’s annual report on
Form 10-K for the year ended September 30, 2014.
|
|
|
|
4(g)
|
Form of Convertible Note (June 2017 Financing)
|
|
|
|
|
4(h)
|
Form of Convertible Note (July 207 Financing)
|
|
|
|
|
10(f)
|
Securities Purchase Agreement (together with schedule required
by Instruction 2 to Item 601 of Regulation S-K) pertaining
to Series K notes and warrants, together with the exhibits to
the Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10 to CEL-SCI’s report on Form
8-K dated August 4, 2006.
|
|
|
|
10(g)
|
Subscription Agreement (together with Schedule required by
Instruction 2 toItem 601 of Regulation S-K) pertaining
to April 2007 sale of 800,000 shares of CEL-SCI’s
common stock, 400,000 Series L warrants and 400,000 Series
M Warrants
|
Incorporated
by reference to Exhibit 10 of CEL-SCI’s report on Form
8-K dated April 18, 2007
|
|
|
|
10(h)
|
Warrant Adjustment Agreement with Laksya Ventures
|
Incorporated
by reference to Exhibit 10(i) of CEL-SCI’s report on
Form 8-K dated August 3, 2010
|
|
|
|
10(l)
|
First Amendment to Development Supply and Distribution
Agreement with Orient Europharma.
|
Incorporated
by reference to Exhibit 10(m) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
10(m)
|
Exclusive License and Distribution Agreement with
Teva Pharmaceutical Industries Ltd.
|
Incorporated
by reference to Exhibit 10(n) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
10(n)
|
Lease Agreement
|
Incorporated
by reference to Exhibit 10(o) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
10(o)
|
Promissory Note with Maximilian de Clara, together with
Amendments 1 and 2
|
Incorporated
by reference to Exhibit 10(p) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
10 (kkk)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(kkk) of CEL-SCI’s report on Form
8-K dated August 24, 2016.
|
|
|
|
10 (lll)
|
Termination Agreement with Maximilian de Clara
|
Incorporated
by reference to Exhibit 10(lll) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
|
|
|
10 (mmm)
|
Employment Agreement with Geert Kersten (2016-2019)
|
Incorporated
by reference to Exhibit 10(mmm) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
|
|
|
10 (nnn)
|
Employment Agreement with Patricia Prichep (2016-2019)
|
Incorporated
by reference to Exhibit 10(nnn) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
|
|
|
10 (ooo)
|
Employment Agreement with Eyal Taylor (2016-2019)
|
Incorporated
by reference to Exhibit 10(ooo) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
|
|
|
10 (ppp)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(ppp) of CEL-SCI’s report on Form
8-K dated December 1, 2016.
|
|
|
|
10 (qqq)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(qqq) of CEL-SCI’s report on Form
8-K dated February 16, 2017.
|
|
|
|
10 (rrr)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(rrr) of CEL-SCI’s report on Form
8-K dated March 8, 2017.
|
|
|
|
10 (sss)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(sss) of CEL-SCI’s report on Form
8-K dated April 30, 2017.
|
|
|
|
10 (ttt)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(ttt) of CEL-SCI’s report on Form
8-K dated July 27, 2017.
|
|
|
|
10 (uuu)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(uuu) of CEL-SCI’s report on Form
8-K dated August 18, 2017.
|
|
|
|
10(vvv)
|
Securities Purchase Agreement
|
Incorporated
by reference to Exhibit 10(vvv) of CEL-SCI’s report on Form
8-K dated August 22, 2017.
|
|
|
|
10(www)
|
Amendment No. 1 to Assignment of Proceeds and Investment
Agreement
|
|
|
|
|
10(xxx)
|
Amendment to Convertible Promissory Notes
|
|
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-
2
|
|
|
FINANCIAL
STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2017 and
2016:
|
|
|
|
Balance
Sheets
|
F-
3
|
Statements
of Operations
|
F-
4
|
Statements
of Stockholders’ Deficit
|
F-
5
|
Statements
of Cash Flows
|
F-
6
|
Notes
to Financial Statements
|
F-
8
|
CEL-SCI CORPORATION
|
||
STATEMENTS OF OPERATIONS
|
||
YEARS ENDED SEPTEMBER 30, 2017 and
2016
|
||
|
|
|
|
2017
|
2016
|
|
|
|
Grant
and other income
|
$
69,020
|
$
285,055
|
|
|
|
Operating
expenses:
|
|
|
Research
and development
|
15,606,985
|
17,445,382
|
General
& administrative
|
5,800,348
|
6,486,501
|
|
|
|
Total
operating expenses
|
21,407,333
|
23,931,883
|
|
|
|
Operating
loss
|
(21,338,313
)
|
(23,646,828
)
|
|
|
|
Gain
on derivative instruments
|
11,007,215
|
14,013,726
|
|
|
|
Interest
expense, net
|
(4,032,189
)
|
(1,879,390
)
|
|
|
|
Net
loss
|
(14,363,287
)
|
(11,512,492
)
|
|
|
|
Modification
of warrants
|
(63,768
)
|
-
|
|
|
|
Net
loss available to common shareholders
|
$
(14,427,055
)
|
$
(11,512,492
)
|
|
|
|
NET
LOSS PER COMMON SHARE
|
|
|
BASIC
|
$
(1.83
)
|
$
(2.37
)
|
DILUTED
|
$
(1.91
)
|
$
(2.37
)
|
|
|
|
WEIGHTED
AVERAGE COMMON SHARES
|
|
|
OUTSTANDING
|
|
|
BASIC
|
7,891,843
|
4,866,204
|
DILUTED
|
7,902,647
|
4,866,204
|
CEL-SCI CORPORATION
|
|||||
STATEMENTS OF STOCKHOLDERS'
DEFICIT
|
|||||
YEARS ENDED SEPTEMBER 30, 2017 and
2016
|
|||||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Common
|
Stock
|
Paid-In
|
Accumulated
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
OCTOBER 1, 2015
|
4,503,975
|
$
45,040
|
$
269,071,320
|
$
(273,878,630
)
|
$
(4,762,270
)
|
|
|
|
|
|
|
Sale
of common stock
|
1,660,930
|
16,609
|
21,357,087
|
-
|
21,373,696
|
Issuance of warrants in connection
with
|
|
|
|
|
|
sale
of common stock
|
-
|
-
|
(8,722,073
)
|
-
|
(8,722,073
)
|
401(k)
contributions paid in common stock
|
16,340
|
163
|
161,408
|
-
|
161,571
|
Stock
issued to nonemployees for service
|
49,953
|
500
|
689,813
|
-
|
690,313
|
Equity
based compensation - employees
|
16,837
|
168
|
2,012,515
|
-
|
2,012,683
|
Equity
based compensation - non-employees
|
-
|
-
|
79,359
|
-
|
79,359
|
Net
loss
|
-
|
-
|
-
|
(11,512,492
)
|
(11,512,492
)
|
|
|
|
|
|
|
BALANCE,
SEPTEMBER 30, 2016
|
6,248,035
|
62,480
|
284,649,429
|
(285,391,122
)
|
(679,213
)
|
|
|
|
|
|
|
Sale
of common stock
|
4,738,920
|
47,389
|
10,482,917
|
-
|
10,530,306
|
Issuance of warrants in connection
with
|
|
|
|
-
|
|
sale
of common stock
|
-
|
-
|
(4,665,683
)
|
-
|
(4,665,683
)
|
Warrants
issued with notes payable
|
-
|
-
|
1,108,867
|
-
|
1,108,867
|
Beneficial conversion feature on notes
payable
|
1,108,867
|
|
1,108,867
|
||
401(k)
contributions paid in common stock
|
79,941
|
799
|
150,509
|
-
|
151,308
|
Conversion
of notes payable to common stock
|
266,686
|
2,667
|
448,033
|
-
|
450,700
|
Stock
issued to nonemployees for service
|
76,551
|
766
|
203,817
|
-
|
204,583
|
Ergomed stock
issuance
|
480,000
|
4,800
|
1,305,600
|
-
|
1,310,400
|
Equity
based compensation - employees
|
13,000
|
130
|
1,481,120
|
-
|
1,481,250
|
Equity
based compensation - non-employees
|
-
|
-
|
24,925
|
-
|
24,925
|
Net
loss
|
-
|
-
|
-
|
(14,363,287
)
|
(14,363,287
)
|
|
|
|
|
|
|
BALANCE,
SEPTEMBER 30, 2017
|
11,903,133
|
$
119,031
|
$
296,298,401
|
$
(299,754,409
)
|
$
(3,336,977
)
|
CEL-SCI CORPORATION
|
||
STATEMENTS OF CASH FLOWS
|
||
YEARS ENDED SEPTEMBER 30, 2017 and
2016
|
||
|
|
|
|
2017
|
2016
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$
(14,363,287
)
|
$
(11,512,492
)
|
Adjustments
to reconcile net loss to
|
|
|
net
cash used in operating activities:
|
|
|
Depreciation
and amortization
|
632,915
|
663,988
|
Share
based payments for services
|
232,847
|
751,651
|
Equity
based compensation
|
1,380,500
|
2,113,433
|
Common
stock contributed to 401(k) plan
|
151,308
|
161,571
|
Ergomed
stock issuance
|
1,310,400
|
-
|
Loss
on retired equipment
|
1,187
|
248
|
Gain
on derivative instruments
|
(11,007,215
)
|
(14,013,726
)
|
Amortization
of debt discount
|
917,692
|
-
|
Capitalized
lease interest
|
200,902
|
227,773
|
(Increase)/decrease
in assets:
|
|
|
Receivables
|
(129,307
)
|
(1,960
)
|
Prepaid
expenses
|
151,909
|
15,999
|
Inventory
used for R&D and manufacturing
|
336,120
|
393,197
|
Deposits
|
154,995
|
145,005
|
Increase/(decrease)
in liabilities:
|
|
|
Accounts
payable
|
5,420,816
|
(2,389,931
)
|
Accrued
expenses
|
558,026
|
290,097
|
Deferred
revenue
|
-
|
(1,639
)
|
Due
to employees
|
256,303
|
72,397
|
Deferred
rent liability
|
1,995
|
1,896
|
|
|
|
Net
cash used in operating activities
|
(13,791,894
)
|
(23,082,493
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases
of equipment
|
(10,525
)
|
(31,405
)
|
Expenditures
for patent costs
|
(6,477
)
|
(2,819
)
|
|
|
|
Net
cash used in investing activities
|
(17,002
)
|
(34,224
)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds
from issuance of common stock and warrants
|
10,519,306
|
21,420,301
|
Payment
on related party loan
|
-
|
(1,104,057
)
|
Proceeds
from notes payable
|
2,745,000
|
-
|
Payments
on obligations under capital lease
|
(3,968
)
|
(8,213
)
|
|
|
|
Net
cash provided by financing activities
|
13,260,338
|
20,308,031
|
|
|
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(548,558
)
|
(2,808,686
)
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
2,917,996
|
5,726,682
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$
2,369,438
|
$
2,917,996
|
CEL-SCI CORPORATION
|
||
STATEMENTS OF CASH FLOWS
|
||
YEARS ENDED SEPTEMBER 30, 2017 and
2016
|
||
|
|
|
|
|
|
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
|
||
|
|
|
|
2017
|
2016
|
Receivable
due under the litigation funding arrangement offset
|
|
|
by
the same amount payable to the legal firm providing the
services
|
$
(305,341
)
|
$
305,341
|
Conversion
of notes payable to common stock
|
450,700
|
-
|
Lease
payments included in accounts payable at year end
|
1,890
|
815
|
Fair
value of warrants issued in connection with public
offering
|
(4,665,683
)
|
(8,722,073
)
|
Financing
costs included in accounts payable at year end
|
35,605
|
46,605
|
Prepaid
consulting services paid with issuance of common stock
|
(3,339
)
|
18,021
|
Conversion
of accrued salaries and fees to notes payable
|
275,000
|
-
|
|
|
|
|
|
|
Cash
paid for interest expense
|
$
1,888,612
|
$
1,900,567
|
Warrant
|
Issue Date
|
Shares Issuable upon
Exercise of
Warrants
|
Exercise
Price
|
Expiration Date
|
Refer-ence
|
|
|
|
|
|
|
Series
U
|
4/17/2014
|
17,821
|
$43.75
|
10/17/2017
|
1
|
Series
DD
|
12/8/2016
|
1,360,960
|
$4.50
|
12/1/2017
|
1
|
Series
EE
|
12/8/2016
|
1,360,960
|
$4.50
|
12/1/2017
|
1
|
Series
N
|
8/18/2008
|
85,339
|
$3.00
|
8/18/2018
|
2
|
Series
S
|
10/11/13-
10/24/14
|
1,037,120
|
$31.25
|
10/11/2018
|
1
|
Series
V
|
5/28/2015
|
810,127
|
$19.75
|
5/28/2020
|
1
|
Series
W
|
10/28/2015
|
688,930
|
$16.75
|
10/28/2020
|
1
|
Series
X
|
1/13/2016
|
120,000
|
$9.25
|
1/13/2021
|
2
|
Series
Y
|
2/15/2016
|
26,000
|
$12.00
|
2/15/2021
|
2
|
Series
ZZ
|
5/23/2016
|
20,000
|
$13.75
|
5/18/2021
|
1
|
Series
BB
|
8/26/2016
|
16,000
|
$13.75
|
8/22/2021
|
1
|
Series
Z
|
5/23/2016
|
264,000
|
$13.75
|
11/23/2021
|
1
|
Series
FF
|
12/8/2016
|
68,048
|
$3.91
|
12/1/2021
|
1
|
Series
CC
|
12/8/2016
|
680,480
|
$5.00
|
12/8/2021
|
1
|
Series
HH
|
2/23/2017
|
20,000
|
$3.13
|
2/16/2022
|
1
|
Series
AA
|
8/26/2016
|
200,000
|
$13.75
|
2/22/2022
|
1
|
Series
JJ
|
3/14/2017
|
30,000
|
$3.13
|
3/8/2022
|
1
|
Series
LL
|
4/30/2017
|
26,398
|
$3.59
|
4/30/2022
|
1
|
Series
MM
|
6/22/2017
|
893,491
|
$1.86
|
6/22/2022
|
2
|
Series
NN
|
7/24/2017
|
539,300
|
$2.52
|
7/24/2022
|
2
|
Series
OO
|
7/31/2017
|
60,000
|
$2.52
|
7/31/2022
|
2
|
Series
QQ
|
8/22/2017
|
87,500
|
$2.50
|
8/22/2022
|
2
|
Series
GG
|
2/23/2017
|
400,000
|
$3.00
|
8/23/2022
|
1
|
Series
II
|
3/14/2017
|
600,000
|
$3.00
|
9/14/2022
|
1
|
Series
KK
|
5/3/2017
|
395,970
|
$3.04
|
11/3/2022
|
1
|
Series
PP
|
8/28/2017
|
1,750,000
|
$2.30
|
2/28/2023
|
2
|
Consultants
|
12/28/12-
7/28/17
|
42,000
|
$2.18-
$70.00
|
12/27/17- 7/27/27
|
3
|
Warrant
|
Issue
Date
|
Shares Issuable
upon Exercise of Warrants
|
Exercise
Price
|
Expiration
Date
|
Refer-ence
|
|
|
|
|
|
|
Series
N
|
8/18/08
|
113,785
|
$13.18
|
8/18/17
|
2
|
Series
R
|
12/6/12
|
105,000
|
$100.00
|
12/6/16
|
1
|
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
|
2
|
Series
Y
|
2/15/16
|
26,000
|
$12.00
|
2/15/21
|
2
|
Series
ZZ
|
5/23/16
|
20,000
|
$13.75
|
5/18/21
|
1
|
Series
Z
|
5/23/16
|
264,000
|
$13.75
|
11/23/21
|
1
|
Series
AA
|
8/26/16
|
200,000
|
$13.75
|
2/22/22
|
1
|
Series
BB
|
8/26/16
|
16,000
|
$13.75
|
8/22/21
|
1
|
|
|
|
|
|
|
Series
P
|
2/10/12
|
23,600
|
$112.50
|
3/6/17
|
2
|
Consultants
|
12/2/11-
7/1/16
|
25,600
|
$9.25-
$87.50
|
10/27/16-
6/30/19
|
3
|
|
2017
|
2016
|
Series S
warrants
|
$
32,773
|
$
3,111,361
|
Series U
warrants
|
-
|
-
|
Series V
warrants
|
72,912
|
1,620,253
|
Series W
warrants
|
83,754
|
1,799,858
|
Series Z
warrants
|
77,216
|
970,604
|
Series ZZ
warrants
|
4,753
|
70,609
|
Series AA
warrants
|
65,087
|
763,661
|
Series BB
warrants
|
4,322
|
58,588
|
Series CC
warrants
|
394,220
|
-
|
Series DD
warrants
|
5,492
|
-
|
Series EE
warrants
|
5,492
|
-
|
Series FF
warrants
|
47,154
|
-
|
Series GG
warrants
|
342,173
|
-
|
Series HH
warrants
|
16,014
|
-
|
Series II
warrants
|
511,636
|
-
|
Series JJ
warrants
|
24,203
|
-
|
Series KK
warrants
|
345,720
|
-
|
Series LL
warrants
|
20,481
|
-
|
|
|
|
Total warrant
liabilities
|
$
2,053,402
|
$
8,394,934
|
|
2017
|
2016
|
Series S
Warrants
|
$
3,078,588
|
$
4,252,193
|
Series U
warrants
|
-
|
44,552
|
Series V
warrants
|
1,547,341
|
4,658,228
|
Series W
warrants
|
1,716,104
|
3,260,913
|
Series Z
warrants
|
893,388
|
997,226
|
Series ZZ
warrants
|
65,856
|
75,229
|
Series AA
warrants
|
698,574
|
672,246
|
Series BB
warrants
|
54,266
|
53,139
|
Series CC
warrants
|
666,203
|
-
|
Series DD
warrants
|
437,780
|
-
|
Series EE
warrants
|
685,915
|
-
|
Series FF
warrants
|
73,828
|
-
|
Series GG
warrants
|
272,464
|
-
|
Series HH
warrants
|
13,616
|
-
|
Series II
warrants
|
404,823
|
-
|
Series JJ
warrants
|
20,410
|
-
|
Series KK
warrants
|
25,564
|
-
|
Series LL
warrants
|
352,495
|
-
|
Net gain on warrant
liabilities
|
$
11,007,215
|
$
14,013,726
|
|
2017
|
2016
|
Leased
manufacturing facility
|
$
21,183,756
|
$
21,183,756
|
Research
equipment
|
3,169,158
|
3,158,633
|
Furniture
and equipment
|
124,369
|
133,499
|
Leasehold
improvements
|
131,910
|
131,910
|
|
24,609,193
|
24,607,798
|
|
|
|
Accumulated
depreciation and amortization
|
(7,815,973
)
|
(7,256,962
)
|
|
|
|
Net
plant, property and equipment
|
$
16,793,220
|
$
17,350,836
|
|
2017
|
2016
|
Patents
|
$
1,535,087
|
$
1,528,610
|
Accumulated
amortization
|
(1,311,920
)
|
(1,272,063
)
|
|
|
|
Patents,
net
|
$
223,167
|
$
256,547
|
Years
ending September 30,
|
|
2018
|
$
37,000
|
2019
|
35,000
|
2020
|
32,000
|
2021
|
28,000
|
2022
|
25,000
|
Thereafter
|
66,000
|
|
$
223,000
|
|
2017
|
2016
|
|
|
|
Net
operating loss carryforwards
|
$
70,752,000
|
$
64,366,000
|
R&D
credit
|
1,221,000
|
1,221,000
|
Stock-based
compensation
|
6,292,000
|
6,379,000
|
Capitalized
R&D
|
21,160,000
|
18,508,000
|
Vacation
and other
|
121,000
|
179,000
|
Total
deferred tax assets
|
99,546,000
|
90,653,000
|
|
|
|
Fixed
assets and intangibles
|
(523,000
)
|
(49,000
)
|
Total
deferred tax liability
|
(523,000
)
|
(49,000
)
|
|
|
|
Net
deferred tax asset
|
99,023,000
|
90,604,000
|
Valuation
allowance
|
(99,023,000
)
|
(90,604,000
)
|
Ending
Balance
|
$
-
|
$
-
|
|
2017
|
2016
|
|
|
|
Federal
Rate
|
34.00
%
|
34.00
%
|
State
tax rate, net of federal benefit
|
6.44
|
3.92
|
State
tax rate change
|
(3.91
)
|
(22.00
)
|
Other
adjustments
|
(3.39
)
|
(0.03
)
|
Permanent differences
(1)
|
25.49
|
44.90
|
Change
in valuation allowance
|
(58.63
)
|
(60.79
)
|
|
|
|
Effective
tax rate
|
0.00
%
|
0.00
%
|
(1)
Primarily due to the approximate $11
million and $14 million gain on derivative instruments from the
change in fair value of the Company’s warrant liabilities
during the years ended September 30, 2017 and 2016,
respectively.
|
|
|
|
Year Ended September 30,
|
|
|
2017
|
2016
|
Employees
|
$
1,380,500
|
$
2,113,433
|
Non-employees
|
$
232,847
|
$
751,651
|
|
2017
|
|
2016
|
Expected
stock price volatility
|
88.54
– 90.67%
|
|
75.58
– 80.9%
|
Risk-free
interest rate
|
2.18
– 2.29%
|
|
0.71
– 1.56%
|
Expected
life of options
|
9.69
– 10 Years
|
|
3.0
– 9.69 Years
|
Expected
dividend yield
|
-
|
|
-
|
|
Outstanding
|
Exercisable
|
||||||
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
Weighted
|
Ave
|
Aggregate
|
|
Weighted
|
Ave
|
Aggregate
|
|
Number of
|
Average
|
Remaining Contractual
|
Intrinsic
|
Number of
|
Average
|
Remaining Contractual
|
Intrinsic
|
|
Shares
|
Exercise Price
|
Term (Years)
|
Value
|
Shares
|
Exercise Price
|
Term (Years)
|
Value
|
Outstanding
at October 1, 2015
|
301,511
|
$
67.75
|
5.98
|
$
50
|
181,102
|
$
78.75
|
5.01
|
$
0
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
56,069
|
$
31.75
|
|
|
Granted
(a)
|
48,544
|
$
12.00
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
Forfeited
|
2,240
|
$
21.50
|
|
|
|
|
|
|
Expired
|
4,240
|
$
145.00
|
|
|
4,240
|
$
145.00
|
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2016
|
343,575
|
$
59.22
|
5.35
|
$
0
|
232,931
|
$
66.28
|
4.76
|
$
0
|
Vested
|
|
|
|
|
63,812
|
$
18.45
|
|
|
Granted
(b)
|
932,825
|
$
2.17
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
Forfeited
|
15,795
|
$
9.46
|
|
|
|
|
|
|
Expired
|
20,761
|
$
88.80
|
|
|
20,761
|
$
88.80
|
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2017
|
1,239,844
|
$
16.44
|
8.50
|
$
1,400
|
275,982
|
$
53.53
|
4.91
|
$
0
|
|
Number of Options
|
Weighted Average Grant Date Fair
Value
|
|
|
|
Unvested
at October 1, 2015
|
120,409
|
$
43.09
|
Vested
|
(56,069
)
|
|
Granted
|
48,544
|
|
Forfeited
|
(2,240
)
|
|
Unvested
at September 30, 2016
|
110,644
|
$
36.96
|
Vested
|
(63,812
)
|
|
Granted
|
932,825
|
|
Forfeited
|
(15,795
)
|
|
Unvested
at September 30, 2017
|
963,862
|
$
4.91
|
|
Number of Shares
|
Weighted Average Grant Date Fair
Value
|
|
|
|
Unvested at
September 30, 2015
|
604,000
|
$
13.75
|
Vested
|
-
|
|
Unvested at
September 30, 2016
|
604,000
|
$
13.75
|
Vested
|
(136,000
)
|
|
Unvested at
September 30, 2017
|
468,000
|
$
13.75
|
Years
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
|
23,126,000
|
Less:
imputed interest on financing obligation
|
(9,914,000
)
|
Net
present value of lease financing obligation
|
$
13,212,000
|
Years
ending September 30,
|
|
2018
|
$
251,000
|
2019
|
258,000
|
2020
|
238,000
|
2021
|
163,000
|
2022
|
69,000
|
Thereafter
|
-
|
Total
future minimum lease obligation
|
$
979,000
|
|
Quoted Prices in Active Markets for Identical
Liabilities (Level 1)
|
Significant Other Observable Inputs (Level
2)
|
Significant Unobservable Inputs (Level
3)
|
Total
|
Derivative
Instruments
|
$
32,773
|
$
-
|
$
2,020,629
|
$
2,053,402
|
|
Quoted Prices in Active Markets for Identical
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
|
|
2017
|
2016
|
|
|
|
Beginning
balance
|
$
5,283,573
|
$
6,323,032
|
Issuances
|
4,665,683
|
8,722,073
|
Net realized and
unrealized derivative gain
|
(7,928,627
)
|
(9,761,532
)
|
Ending
balance
|
$
2,029,629
|
$
5,283,573
|
|
Year Ended September 30, 2017
|
||
|
Net Loss
|
Weighted Average Shares
|
LPS
|
|
|
|
|
Basic
loss per share
|
$
(14,427,055
)
|
7,891,843
|
$
(1.83
)
|
Less: gain on derivatives
(1)
|
(677,287
)
|
10,804
|
|
|
|
|
|
Dilutive
loss per share
|
$
(15,104,342
)
|
7,902,647
|
$
(1.91
)
|
|
Year Ended September 30, 2016
|
||
|
Net Loss
|
Weighted Average Shares
|
LPS
|
|
|
|
|
Basic
and dilutive loss per share
|
$
(11,512,492
)
|
4,866,204
|
$
(2.37
)
|
|
2017
|
2016
|
|
|
|
Options and
Warrants
|
2,538,130
|
3,675,281
|
Convertible
Debt
|
1,166,106
|
-
|
Unvested Restricted
Stock
|
604,000
|
604,000
|
Total
|
4,308,236
|
4,279,281
|
|
CEL-SCI CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/
Geert
R. Kersten
|
|
|
|
Geert R. Kersten,
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
|
|
/s/ Geert R.
Kersten
|
Chief Executive,
Principal
|
|
Geert R.
Kersten
|
Accounting,
Principal Financial
|
|
|
Officer and a
Director
|
December 29,
2017
|
|
|
|
|
|
|
/s/Peter R.
Young
|
Director
|
December 29,
2017
|
Dr. Peter R.
Young
|
|
|
|
|
|
|
|
|
/s/ Bruno
Baillavoine
|
Director
|
December 29,
2017
|
1 Year Cel Sci Chart |
1 Month Cel Sci Chart |
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