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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 | |
---|---|---|---|---|---|---|---|---|
0.06 | 4.23% | 1.48 | 1.49 | 1.41 | 1.44 | 134,550 | 22:43:04 |
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
|
|
23,541,703
|
|
August
1, 2018
|
Item 1.
|
|
Page
|
|
|
|
|
Condensed Balance Sheets at June 30, 2018 and
September 30, 2017 (unaudited)
|
3
|
|
|
|
|
Condensed Statements of Operations for the nine months
ended June 30, 2018 and 2017
(unaudited)
|
4
|
|
|
|
|
Condensed Statements of Operations for the three months
ended June 30, 2018 and 2017
(unaudited)
|
5
|
|
|
|
|
Condensed Statements of Cash Flows for the nine months
ended June 30, 2018 and 2017
(unaudited)
|
6
|
|
|
|
|
Notes to Condensed Financial Statements
(unaudited)
|
8
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition
and Results of
Operations
|
23
|
|
|
|
Item 3.
|
Controls and Procedures
|
25
|
|
|
|
PART II
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
26
|
|
|
|
Item 6.
|
Exhibits
|
26
|
|
|
|
|
Signatures
|
27
|
|
2018
|
2017
|
|
|
|
Grant
and other income
|
$
350,029
|
$
51,822
|
|
|
|
Operating
Expenses:
|
|
|
Research
and development
|
7,713,873
|
13,307,275
|
General
& administrative
|
5,823,694
|
4,347,830
|
|
|
|
Total
operating expenses
|
13,537,567
|
17,655,105
|
|
|
|
Operating
loss
|
(13,187,538
)
|
(17,603,283
)
|
|
|
|
Gain
on derivative instruments
|
187,967
|
9,669,977
|
|
|
|
Interest
expense, net
|
(3,910,962
)
|
(1,436,095
)
|
|
|
|
Net
loss available to common shareholders
|
$
(16,910,533
)
|
$
(9,369,401
)
|
|
|
|
|
|
|
Net
loss per common share
|
|
|
Basic
|
$
(1.17
)
|
$
(1.29
)
|
Diluted
|
$
(1.17
)
|
$
(1.34
)
|
|
|
|
Weighted
average common shares outstanding
|
|
|
Basic
|
14,486,351
|
7,235,140
|
Diluted
|
14,486,351
|
7,292,715
|
|
2018
|
2017
|
|
|
|
Grant
and other income
|
$
104,170
|
$
17,389
|
|
|
|
Operating
Expenses:
|
|
|
Research
and development
|
2,425,562
|
3,180,401
|
General
& administrative
|
1,748,971
|
1,595,707
|
|
|
|
Total
operating expenses
|
4,174,533
|
4,776,108
|
|
|
|
Operating
loss
|
(4,070,363
)
|
(4,758,719
)
|
|
|
|
(Loss)
gain on derivative instruments
|
(8,618
)
|
790,365
|
|
|
|
Interest
expense, net
|
(1,935,587
)
|
(495,709
)
|
|
|
|
Net
loss available to common shareholders
|
$
(6,014,568
)
|
$
(4,464,063
)
|
|
|
|
|
|
|
Net
loss per common share
|
|
|
Basic
and diluted
|
$
(0.36
)
|
$
(0.53
)
|
|
|
|
Weighted
average common shares outstanding
|
|
|
Basic
and diluted
|
16,651,297
|
8,405,790
|
|
2018
|
2017
|
|
|
|
Net
loss
|
$
(16,910,533
)
|
$
(9,369,401
)
|
Adjustments
to reconcile net loss to
|
|
|
net
cash used in operating activities:
|
|
|
Depreciation
and amortization
|
485,710
|
476,103
|
Share-based
payments for services
|
349,319
|
151,611
|
Share-based
payments for interest
|
80,716
|
-
|
Equity
based compensation
|
2,193,402
|
1,002,923
|
Common
stock contributed to 401(k) plan
|
109,073
|
114,483
|
Shares
issued for settlement of clinical research costs
|
2,957,400
|
-
|
Loss
on prepaid research and development
|
471,157
|
-
|
Loss
on retired equipment
|
-
|
1,187
|
Gain
on derivative instruments
|
(187,967
)
|
(9,669,977
)
|
Amortization
of debt discount
|
1,956,424
|
21,441
|
Inducement
expense
|
291,234
|
-
|
Capitalized
lease interest
|
125,044
|
149,209
|
(Increase)/decrease
in assets:
|
|
|
Receivables
|
98,829
|
(182,563
)
|
Prepaid
expenses
|
122,627
|
275,084
|
Inventory
used for R&D and manufacturing
|
44,364
|
350,904
|
Deposits
|
150,000
|
154,995
|
Increase/(decrease)
in liabilities:
|
|
|
Accounts
payable
|
(1,960,438
)
|
5,514,909
|
Accrued
expenses
|
(74,856
)
|
555,250
|
Due
to employees
|
548,982
|
103,013
|
Other
liabilities
|
4,819
|
490
|
|
|
|
Net
cash used in operating activities
|
(9,144,694
)
|
(10,350,339
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases
of equipment
|
(1,015
)
|
(10,525
)
|
Expenditures
for patent costs
|
(2,437
)
|
-
|
|
|
|
Net
cash used in investing activities
|
(3,452
)
|
(10,525
)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds
from issuance of common stock and warrants
|
6,996,763
|
7,167,773
|
Proceeds
from issuance of notes payable
|
-
|
1,510,000
|
Proceeds
from exercise of warrants
|
2,133,677
|
-
|
Payments
on obligations under capital lease
|
(5,082
)
|
(2,428
)
|
|
|
|
Net
cash provided by financing activities
|
9,125,358
|
8,675,345
|
|
|
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(22,788
)
|
(1,685,519
)
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,369,438
|
2,917,996
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
2,346,650
|
$
1,232,477
|
|
2018
|
2017
|
Decrease
in receivable due under the litigation funding arrangement
offset
|
|
|
by
the same amount payable to the legal firm providing the
services
|
$
-
|
$
305,341
|
Capitalizable
patent costs included in accounts payable
|
$
61,501
|
$
11,586
|
Capital
lease obligation included in accounts payable
|
$
408
|
$
2,266
|
Property
and equipment acquired through capital lease
|
$
-
|
$
26,104
|
Fair
value of warrants issued in connection with public
offering
|
$
-
|
$
4,665,683
|
Exercise
of derivative liabilities
|
$
784,119
|
$
-
|
Discount
on notes payable
|
$
-
|
$
(1,205,647
)
|
Financing
costs included in accounts payable
|
$
-
|
$
92,467
|
Prepaid
consulting services paid with issuance of common stock
|
$
113,786
|
$
(37,550
)
|
Notes
payable converted into common shares
|
$
2,294,300
|
$
-
|
Conversion
of accrued salaries and board fees to notes payable
|
$
-
|
$
250,000
|
|
|
|
|
|
|
Cash
paid for interest expense
|
$
1,312,664
|
$
1,413,455
|
Name
of Plan
|
Total Shares
Reserved Under Plans
|
Shares
Issued
|
Remaining
Options/Shares Under Plans
|
|
|
|
|
|
|
Incentive Stock
Options Plans
|
138,400
|
123,558
|
N/A
|
385
|
Non-Qualified Stock
Option Plans
|
3,387,200
|
2,946,606
|
N/A
|
399,533
|
Stock Bonus
Plans
|
783,760
|
N/A
|
288,337
|
495,390
|
Stock Compensation
Plan
|
134,000
|
N/A
|
118,590
|
15,410
|
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
|
124,758
|
N/A
|
454
|
Non-Qualified Stock
Option Plans
|
1,187,200
|
1,115,086
|
N/A
|
42,830
|
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
|
|
Nine Months
Ended June 30,
|
|
|
2018
|
2017
|
Granted
|
1,858,1080
|
39,225
|
Expired
|
26,395
|
16,081
|
Forfeited
|
1,393
|
1,980
|
|
Nine months
Ended June 30,
|
|
|
2018
|
2017
|
Employees
|
$
2,193,402
|
$
1,002,923
|
Non-employees
|
$
349,319
|
$
151,611
|
|
Three months
Ended June 30,
|
|
|
2018
|
2017
|
Employees
|
$
465,487
|
$
325,168
|
Non-employees
|
$
191,328
|
$
38,833
|
|
June
30,
2018
|
September
30,
2017
|
|
|
|
Series S
warrants
|
$
4,916
|
$
32,773
|
Series V
warrants
|
50,068
|
72,912
|
Series W
warrants
|
65,276
|
83,754
|
Series Z
warrants
|
42,534
|
77,216
|
Series ZZ
warrants
|
2,651
|
4,753
|
Series AA
warrants
|
36,750
|
65,087
|
Series BB
warrants
|
2,334
|
4,322
|
Series CC
warrants
|
212,976
|
394,220
|
Series DD
warrants
|
-
|
5,492
|
Series EE
warrants
|
-
|
5,492
|
Series FF
warrants
|
24,035
|
47,154
|
Series GG
warrants
|
172,042
|
342,173
|
Series HH
warrants
|
8,052
|
16,014
|
Series II
warrants
|
261,058
|
511,636
|
Series JJ
warrants
|
12,233
|
24,203
|
Series KK
warrants
|
175,912
|
345,720
|
Series LL
warrants
|
10,479
|
20,481
|
|
|
|
Total warrant
liabilities
|
$
1,081,316
|
$
2,053,402
|
|
|
|
|
2018
|
2017
|
Series S
Warrants
|
$
(756,261
)
|
$
3,036,688
|
Series V
warrants
|
22,842
|
1,450,126
|
Series W
warrants
|
18,478
|
1,618,555
|
Series Z
warrants
|
34,682
|
829,279
|
Series ZZ
warrants
|
2,103
|
61,382
|
Series AA
warrants
|
28,337
|
647,010
|
Series BB
warrants
|
1,988
|
50,448
|
Series CC
warrants
|
181,244
|
416,599
|
Series DD
warrants
|
5,492
|
435,263
|
Series EE
warrants
|
5,492
|
651,522
|
Series FF
warrants
|
23,119
|
45,403
|
Series GG
warrants
|
170,131
|
92,178
|
Series HH
warrants
|
7,962
|
4,653
|
Series II
warrants
|
250,578
|
137,044
|
Series JJ
warrants
|
11,970
|
6,943
|
Series KK
warrants
|
169,808
|
172,883
|
Series LL
warrants
|
10,002
|
14,001
|
Net gain on warrant
liabilities
|
$
187,967
|
$
9,669,977
|
|
2018
|
2017
|
Series S
Warrants
|
$
(768,188
)
|
$
456,852
|
Series V
warrants
|
26,389
|
32,405
|
Series W
warrants
|
42,609
|
9,140
|
Series Z
warrants
|
26,587
|
1,016
|
Series ZZ
warrants
|
1,914
|
187
|
Series AA
warrants
|
19,661
|
345
|
Series BB
warrants
|
1,695
|
110
|
Series CC
warrants
|
139,325
|
(13,270
)
|
Series DD
warrants
|
36
|
21,315
|
Series EE
warrants
|
36
|
139,284
|
Series FF
warrants
|
15,818
|
(1,763
)
|
Series GG
warrants
|
132,712
|
(16,033
)
|
Series HH
warrants
|
5,279
|
(687
)
|
Series II
warrants
|
199,970
|
(24,375
)
|
Series JJ
warrants
|
7,960
|
(1,045
)
|
Series KK
warrants
|
132,884
|
172,883
|
Series LL
warrants
|
6,695
|
14,001
|
Net gain (loss) on
warrant liabilities
|
$
(8,618
)
|
$
790,365
|
|
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
|
$
4,916
|
$
-
|
$
1,076,400
|
$
1,081,316
|
|
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
|
$
32,773
|
$
-
|
$
2,020,629
|
$
2,053,402
|
Three months
ending September 30, 2018
|
$
438,000
|
Year ending
September 30,
|
|
2019
|
1,808,000
|
2020
|
1,872,000
|
2021
|
1,937,000
|
2022
|
2,004,000
|
2023
|
2,073,000
|
Thereafter
|
11,685,000
|
Total future
minimum lease obligation
|
21,817,000
|
Less imputed
interest on financing obligation
|
(8,480,000
)
|
Net present
value of lease financing obligation
|
$
13,337,000
|
Three months ending
September 30, 2018
|
$
64,000
|
Year ending
September 30,
|
|
2019
|
258,000
|
2020
|
238,000
|
2021
|
163,000
|
2022
|
69,000
|
Total
|
$
792,000
|
Three months ending
September 30, 2018
|
$
10,000
|
Year ending
September 30,
|
|
2019
|
38,000
|
2020
|
35,000
|
2021
|
32,000
|
2022
|
28,000
|
2023
|
18,000
|
Thereafter
|
66,000
|
Total
|
$
227,000
|
|
Nine months ended June 30,
|
Three months ended June 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Loss per share - basic
|
|
|
|
|
Net
loss available to common shareholders - basic
|
$
(16,910,533
)
|
$
(9,369,401
)
|
$
(6,014,568
)
|
$
(4,464,063
)
|
Weighted
average shares outstanding - basic
|
14,486,351
|
7,235,140
|
16,651,297
|
8,405,790
|
Basic
loss per common share
|
$
(1.17
)
|
$
(1.29
)
|
$
(0.36
)
|
$
(0.53
)
|
|
|
|
|
|
Loss per share - diluted
|
|
|
|
|
Net
loss available to common shareholders - basic
|
$
(16,910,533
)
|
$
(9,369,401
)
|
$
(6,014,568
)
|
$
(4,464,063
)
|
Gain on derivatives
(1)
|
-
|
(413,651
)
|
-
|
-
|
Net
loss available to common shareholders - diluted
|
$
(16,910,533
)
|
$
(9,783,052
)
|
$
(6,014,568
)
|
$
(4,464,063
)
|
|
|
|
|
|
Weighted
average shares outstanding - basic
|
14,486,351
|
7,235,140
|
16,651,297
|
8,405,790
|
Incremental
shares underlying dilutive "in the money" warrants
|
-
|
57,575
|
-
|
-
|
Weighted
average shares outstanding - diluted
|
14,486,351
|
7,292,715
|
16,651,297
|
8,405,790
|
Diluted
loss per common share
|
$
(1.17
)
|
$
(1.34
)
|
$
(0.36
)
|
$
(0.53
)
|
|
2018
|
2017
|
|
|
|
Options
and Warrants
|
12,567,982
|
7,951,929
|
Unvested
Restricted Stock
|
312,000
|
604,000
|
Convertible
debt
|
-
|
893,491
|
Total
|
12,879,982
|
9,449,420
|
|
Nine months ended June 30,
|
Three months ended June
30,
|
||
|
2018
|
2017
|
2018
|
2017
|
MULTIKINE
|
$
7,210,355
|
$
13,041,970
|
$
2,220,634
|
$
3,091,298
|
LEAPS
|
503,518
|
265,305
|
204,928
|
89,103
|
TOTAL
|
$
7,713,873
|
$
13,307,275
|
$
2,425,562
|
$
3,180,401
|
|
CEL-SCI
CORPORATION
|
|
|
|
|
|
|
Date:
August 14, 2018
|
By:
|
/s/
Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Principal
Executive Officer*
|
|
1 Year Cel Sci Chart |
1 Month Cel Sci Chart |
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