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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 | |
---|---|---|---|---|---|---|---|---|
-0.0389 | -2.66% | 1.4211 | 1.4866 | 1.42 | 1.45 | 85,676 | 19:25:01 |
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
|
Class of Stock
|
No. Shares
Outstanding
|
Date
|
Common
|
190,965,450
|
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
|
21
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market
Risks
|
27
|
|
|
|
Item 4.
|
Controls and Procedures
|
27
|
|
|
|
PART II
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
28
|
|
|
|
Item 6.
|
Exhibits
|
28
|
|
|
|
|
Signatures
|
29
|
|
2016
|
2015
|
|
|
|
|
|
GRANT
INCOME AND OTHER
|
$
17,258
|
$
20,976
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
Research
and development
|
4,024,856
|
5,169,507
|
|
General
& administrative
|
1,407,009
|
634,601
|
|
|
|
|
|
Total
operating expenses
|
5,431,865
|
5,804,108
|
|
|
|
|
|
OPERATING
LOSS
|
(5,414,607
)
|
(5,783,132
)
|
|
|
|
|
|
GAIN
ON DERIVATIVE INSTRUMENTS
|
8,928,312
|
8,122,960
|
|
|
|
|
|
INTEREST
INCOME, NET
|
23,097
|
1,985
|
|
|
|
|
|
NET
INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
3,536,802
|
$
2,341,813
|
|
|
|
|
|
|
|
|
|
NET
INCOME PER COMMON SHARE
|
|
|
|
BASIC
|
$
0.02
|
$
0.02
|
|
DILUTED
|
$
0.01
|
$
0.02
|
|
|
|
|
|
WEIGHTED
AVERAGE COMMON SHARES
|
|
|
|
OUTSTANDING
|
|
|
|
BASIC
|
149,860,777
|
109,768,502
|
|
DILUTED
|
152,117,711
|
111,639,785
|
|
|
2016
|
2015
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
income
|
$
3,536,802
|
$
2,341,813
|
Adjustments
to reconcile net income to
|
|
|
net
cash used in operating activities:
|
|
|
Depreciation
and amortization
|
30,737
|
41,741
|
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
)
|
(Increase)/decrease
in assets:
|
|
|
Receivables
|
85,046
|
75,206
|
Deferred
rent
|
164,000
|
176,825
|
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
|
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
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
|
$
12
|
$
33,260
|
Name of
Plan
|
Total Shares Reserved Under Plans
|
Shares Reserved for Outstanding
Options
|
Shares Issued
|
Remaining Options/Shares Under
Plans
|
|
|
|
|
|
Incentive Stock
Options Plans
|
3,460,000
|
1,648,966
|
N/A
|
1,511,334
|
Non-Qualified Stock
Option Plans
|
9,680,000
|
6,563,284
|
N/A
|
2,389,098
|
Stock Bonus
Plans
|
5,594,000
|
N/A
|
4,003,926
|
1,589,247
|
Stock Compensation
Plan
|
3,350,000
|
N/A
|
2,087,257
|
1,229,692
|
Incentive Stock
Bonus Plan
|
16,000,000
|
N/A
|
15,600,000
|
400,000
|
Name of
Plan
|
Total Shares Reserved Under Plans
|
Shares Reserved for Outstanding
Options
|
Shares Issued
|
Remaining Options/Shares Under
Plans
|
|
|
|
|
|
Incentive Stock
Option Plans
|
3,460,000
|
1,648,966
|
N/A
|
1,511,334
|
Non-Qualified Stock
Option Plans
|
9,680,000
|
6,940,321
|
N/A
|
2,059,261
|
Bonus
Plans
|
5,594,000
|
N/A
|
3,161,211
|
2,431,962
|
Stock Compensation
Plan
|
3,350,000
|
N/A
|
1,985,037
|
1,331,912
|
Incentive Stock
Bonus Plan
|
16,000,000
|
N/A
|
15,600,000
|
400,000
|
|
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
|
Reference
|
|
|
|
|
|
|
Series
P
|
2/10/12
|
590,001
|
$
4.50
|
3/6/17
|
|
Series
DD
|
12/8/16
|
34,024,000
|
$
0.18
|
6/8/17
|
1
|
Series
EE
|
12/8/16
|
34,024,000
|
$
0.18
|
9/8/17
|
1
|
Series
N
|
8/18/08
|
2,844,627
|
$
0.53
|
8/18/17
|
|
Series
U
|
4/17/14
|
445,514
|
$
1.75
|
10/17/17
|
1
|
Series
S
|
10/11/13
-10/24/14
|
25,928,010
|
$
1.25
|
10/11/18
|
1
|
Series
V
|
5/28/15
|
20,253,164
|
$
0.79
|
5/28/20
|
1
|
Series
W
|
10/28/15
|
17,223,248
|
$
0.67
|
10/28/20
|
1
|
Series
X
|
1/13/16
|
3,000,000
|
$
0.37
|
1/13/21
|
|
Series
Y
|
2/15/16
|
650,000
|
$
0.48
|
2/15/21
|
|
Series
Z
|
5/23/16
|
6,600,000
|
$
0.55
|
11/23/21
|
1
|
Series
ZZ
|
5/23/16
|
500,000
|
$
0.55
|
5/18/21
|
1
|
Series
BB
|
8/26/16
|
400,000
|
$
0.55
|
8/22/21
|
1
|
Series
FF
|
12/8/16
|
1,701,200
|
$
0.16
|
12/1/21
|
1
|
Series
CC
|
12/8/16
|
17,012,000
|
$
0.20
|
12/8/21
|
1
|
Series
AA
|
8/26/16
|
5,000,000
|
$
0.55
|
2/22/22
|
1
|
Consultants
|
3/6/12-
7/1/16
|
575,000
|
$
0.37- $3.50
|
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
|
$
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
|
Weighted Average Shares
|
EPS
|
|
|
|
|
Basic earnings per
share
|
$
3,536,802
|
149,860,777
|
$
0.02
|
Gain on derivatives
(1)
|
(1,556,754
)
|
2,256,934
|
|
|
|
|
|
Dilutive earnings
per share
|
$
1,980,048
|
152,117,711
|
$
0.01
|
|
Three Months Ended December 31,
2015
|
||
|
Net Income
|
Weighted Average Shares
|
EPS
|
|
|
|
|
Basic earnings per
share
|
$
2,341,813
|
109,768,502
|
$
0.02
|
Conversion of note
payable
|
24,841
|
1,871,283
|
|
|
|
|
|
Dilutive earnings
per share
|
$
2,366,654
|
111,639,785
|
$
0.02
|
|
2016
|
2015
|
|
|
|
Options and
Warrants
|
173,654,474
|
74,776,529
|
Unvested Restricted
Stock
|
15,100,000
|
15,100,000
|
Total
|
188,754,474
|
89,876,529
|
|
Three months ended December 31,
|
|
|
2016
|
2015
|
|
|
|
MULTIKINE
|
$
3,939,605
|
$
5,074,425
|
LEAPS
|
85,251
|
95,082
|
|
|
|
TOTAL
|
$
4,024,856
|
$
5,169,507
|
|
CEL-SCI
CORPORATION
|
|
|
|
|
|
|
Date: February 9,
2017
|
By:
|
/s/
Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Principal Executive
Officer*
|
|
1 Year Cel Sci Chart |
1 Month Cel Sci Chart |
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