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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.72 | 0 | 12:00:07 |
Colorado
|
|
84-0916344
|
State or other
jurisdiction incorporation
|
|
(IRS) Employer Identification Number
|
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
Stock
|
CVM
|
NYSE
American
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated
filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging
growth company
|
☐
|
Class of Stock
|
No.
Shares Outstanding
|
Date
|
Common
|
36,390,132
|
February
5, 2020
|
Item 1.
|
|
Page
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
PART II
|
|
|
|
|
|
|
|
|
|
|
|
|
CEL-SCI
CORPORATION
|
||
CONDENSED
BALANCE SHEETS
|
||
(UNAUDITED)
|
||
|
|
|
|
DECEMBER 31,
|
SEPTEMBER 30,
|
ASSETS
|
2019
|
2019
|
|
|
|
Current
Assets:
|
|
|
Cash
and cash equivalents
|
$9,383,378
|
$8,444,774
|
Receivables
|
91,043
|
62,765
|
Prepaid
expenses
|
367,093
|
524,953
|
Supplies
used for R&D and manufacturing
|
905,875
|
782,363
|
|
|
|
Total
current assets
|
10,747,389
|
9,814,855
|
|
|
|
Finance
lease right of use assets
|
13,120,256
|
-
|
Operating
lease right of use assets
|
945,991
|
-
|
Property
and equipment, net
|
2,712,577
|
15,825,636
|
Patent
costs, net
|
310,703
|
311,586
|
Deposits
|
1,670,917
|
1,670,917
|
|
|
|
Total
Assets
|
$29,507,833
|
$27,622,994
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current
Liabilities:
|
|
|
Accounts
payable
|
$1,438,685
|
$1,586,478
|
Accrued
expenses
|
210,580
|
34,432
|
Due
to employees
|
785,962
|
709,442
|
Derivative
instruments, current portion
|
1,161,544
|
674,442
|
Lease
liabilities, current portion
|
964,088
|
-
|
Other
current liabilities
|
5,000
|
14,956
|
|
|
|
Total
current liabilities
|
4,565,859
|
3,019,750
|
|
|
|
Derivative
instruments, net of current portion
|
4,560,257
|
5,813,868
|
Finance
lease obligations, net of current portion
|
12,453,708
|
13,508,156
|
Operating
lease obligations, net of current portion
|
834,695
|
-
|
Other
liabilities
|
125,000
|
147,553
|
|
|
|
Total
liabilities
|
22,539,519
|
22,489,327
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
Preferred
stock, $.01 par value-200,000 shares authorized;
|
|
|
-0-
shares issued and outstanding
|
-
|
-
|
Common
stock, $.01 par value - 600,000,000 shares authorized;
|
|
|
35,995,089
and 35,231,776 shares issued and outstanding
|
|
|
at
December 31, 2019 and September 30, 2019, respectively
|
359,951
|
352,318
|
Additional
paid-in capital
|
365,705,533
|
358,507,603
|
Accumulated
deficit
|
(359,097,170)
|
(353,726,254)
|
|
|
|
Total
stockholders' equity
|
6,968,314
|
5,133,667
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$29,507,833
|
$27,622,994
|
|
|
|
See
notes to condensed financial statements.
|
CEL-SCI
CORPORATION
|
||
CONDENSED
STATEMENTS OF
OPERATIONS
|
||
THREE
MONTHS ENDED DECEMBER 31, 2019 and 2018
|
||
(UNAUDITED)
|
||
|
|
|
|
|
|
|
2019
|
2018
|
|
|
|
Grant
income
|
$35,506
|
$126,414
|
|
|
|
Operating
Expenses:
|
|
|
Research
and development
|
4,196,613
|
3,471,714
|
General
and administrative
|
2,638,896
|
1,689,162
|
Total
operating expenses
|
6,835,509
|
5,160,876
|
|
|
|
Operating
loss
|
(6,800,003)
|
(5,034,462)
|
|
|
|
Other
income
|
18,448
|
17,911
|
Gain
on derivative instruments
|
766,509
|
5,556,306
|
Other
non-operating gains
|
790,669
|
1,152,176
|
Interest
expense, net
|
(250,783)
|
(446,029)
|
|
|
|
Net
(loss) income available to common shareholders
|
$(5,475,160)
|
$1,245,902
|
|
|
|
|
|
|
Net
(loss) income per common share
|
|
|
BASIC
|
$(0.16)
|
$0.04
|
DILUTED
|
$(0.16)
|
$0.02
|
|
|
|
Weighted
average common shares outstanding
|
|
|
BASIC
|
35,084,279
|
27,985,327
|
DILUTED
|
35,098,608
|
29,929,353
|
|
|
|
See
notes to condensed financial statements.
|
CEL-SCI
CORPORATION
|
|||||
CONDENSED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
|||||
(UNAUDITED)
|
|||||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Common
|
Stock
|
Paid-In
|
Accumulated
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
BALANCES AT
OCTOBER 1, 2019
|
35,231,776
|
$352,318
|
$358,507,603
|
$(353,726,254)
|
$5,133,667
|
|
|
|
|
|
|
Adoption of
new accounting standard
|
-
|
-
|
-
|
104,244
|
104,244
|
Issuance of
common stock
|
606,395
|
6,064
|
5,043,939
|
-
|
5,050,003
|
Warrant
exercises
|
132,900
|
1,329
|
295,772
|
-
|
297,101
|
Equity based
compensation - employees
|
-
|
-
|
1,800,225
|
-
|
1,800,225
|
401(k)
contributions paid in common stock
|
4,474
|
45
|
40,892
|
-
|
40,937
|
Stock issued
to nonemployees for service
|
15,819
|
158
|
84,289
|
-
|
84,447
|
Purchase of
stock by officer
|
3,725
|
37
|
24,963
|
-
|
25,000
|
Share issuance
costs
|
-
|
-
|
(92,150)
|
-
|
(92,150)
|
Net
loss
|
-
|
-
|
-
|
(5,475,160)
|
(5,475,160)
|
|
|
|
|
|
|
BALANCES AT
DECEMBER 31, 2019
|
35,995,089
|
$359,951
|
$365,705,533
|
$(359,097,170)
|
$6,968,314
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Common
|
Stock
|
Paid-In
|
Accumulated
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
BALANCES AT
OCTOBER 1, 2018
|
28,034,487
|
$280,346
|
$331,312,184
|
$(331,591,614)
|
$916
|
|
|
|
|
|
|
Warrant
exercises
|
298,682
|
2,987
|
646,766
|
-
|
649,753
|
401(k)
contributions paid in common stock
|
12,279
|
123
|
35,118
|
-
|
35,241
|
Stock issued
to nonemployees for service
|
62,784
|
628
|
201,752
|
-
|
202,380
|
Shares returned for settlement of
clinical research costs
|
(564,905)
|
(5,649)
|
5,649
|
-
|
-
|
Equity based
compensation - employees
|
-
|
-
|
573,660
|
-
|
573,660
|
Net
income
|
-
|
-
|
-
|
1,245,902
|
1,245,902
|
|
|
|
|
|
|
BALANCES AT
DECEMBER 31, 2018
|
27,843,327
|
$278,435
|
$332,775,129
|
$(330,345,712)
|
$2,707,852
|
See notes to condensed financial statements.
|
CEL-SCI
CORPORATION
|
||
CONDENSED
STATEMENTS OF CASH FLOWS
|
||
THREE
MONTHS ENDED DECEMBER 31, 2019 and 2018
|
||
(UNAUDITED)
|
||
|
|
|
|
|
|
|
2019
|
2018
|
|
|
|
Net
(loss) income
|
$(5,475,160)
|
$1,245,902
|
Adjustments
to reconcile net (loss) income to
|
|
|
net
cash used in operating activities:
|
|
|
Depreciation
and amortization
|
446,340
|
154,821
|
Share-based
payments for services
|
155,740
|
238,904
|
Equity
based compensation
|
1,800,225
|
573,660
|
Common
stock contributed to 401(k) plan
|
40,937
|
35,241
|
Gain
on derivative instruments
|
(766,509)
|
(5,556,306)
|
Capitalized
lease interest
|
-
|
34,223
|
(Increase)/decrease
in assets:
|
|
|
Receivables
|
(28,278)
|
(10,105)
|
Prepaid
expenses
|
86,567
|
(105,685)
|
Supplies
used for R&D and manufacturing
|
(123,512)
|
(37,287)
|
Increase/(decrease)
in liabilities:
|
|
|
Accounts
payable
|
(393,064)
|
(734,770)
|
Accrued
expenses
|
80,432
|
(127,600)
|
Due
to employees
|
76,520
|
131,892
|
Other
liabilities
|
(1,914)
|
(369)
|
|
|
|
Net
cash used in operating activities
|
(4,101,676)
|
(4,157,479)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases
of property and equipment
|
(101,820)
|
(6,132)
|
Proceeds
from the sale of equipment
|
4,500
|
-
|
Expenditures
for patent costs
|
(12,390)
|
(66,131)
|
|
|
|
Net
cash used in investing activities
|
(109,710)
|
(72,263)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds
from issuance of common stock
|
5,050,003
|
-
|
Payments
of stock issuance costs
|
(31,080)
|
(46,599)
|
Proceeds
from the purchase of stock by officer
|
25,000
|
-
|
Proceeds
from exercises of warrants
|
297,101
|
649,753
|
Payments
on obligations under finance lease
|
(191,034)
|
(1,251)
|
|
|
|
Net
cash provided by financing activities
|
5,149,990
|
601,903
|
|
|
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
938,604
|
(3,627,839)
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
8,444,774
|
10,310,044
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$9,383,378
|
$6,682,205
|
See notes to condensed financial statements.
|
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
|
89,895
|
N/A
|
213
|
Non-Qualified Stock
Option Plans
|
6,387,200
|
6,129,285
|
N/A
|
111,170
|
Stock Bonus
Plans
|
783,760
|
N/A
|
335,700
|
448,027
|
Stock Compensation
Plan
|
634,000
|
N/A
|
133,908
|
481,682
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
616,500
|
23,500
|
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
|
89,895
|
N/A
|
213
|
Non-Qualified Stock
Option Plans
|
6,387,200
|
6,128,321
|
N/A
|
112,166
|
Stock Bonus
Plans
|
783,760
|
N/A
|
331,226
|
452,501
|
Stock Compensation
Plan
|
634,000
|
N/A
|
130,183
|
485,407
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
616,500
|
23,500
|
|
Three months
Ended December 31,
|
|
|
2019
|
2018
|
Employees
|
$1,800,225
|
$573,660
|
Non-employees
|
$155,740
|
$238,904
|
Warrant/Options
|
Issue
Date
|
Shares Issuable upon Exercise
of Warrants/
Options
|
Exercise Price
|
Expiration
Date
|
Reference
|
Series
N
|
8/18/2008
|
85,339
|
$3.00
|
2/18/2020
|
*
|
Series
V
|
5/28/2015
|
810,127
|
$19.75
|
5/28/2020
|
*
|
Series
UU
|
6/11/2018
|
154,810
|
$2.80
|
6/11/2020
|
*
|
Series
W
|
10/28/2015
|
688,930
|
$16.75
|
10/28/2020
|
*
|
Series
X
|
1/13/2016
|
120,000
|
$9.25
|
1/13/2021
|
*
|
Series
Y
|
2/15/2016
|
26,000
|
$12.00
|
2/15/2021
|
*
|
Series
ZZ
|
5/23/2016
|
20,000
|
$13.75
|
5/18/2021
|
*
|
Series
BB
|
8/26/2016
|
16,000
|
$13.75
|
8/22/2021
|
*
|
Series
Z
|
5/23/2016
|
264,000
|
$13.75
|
11/23/2021
|
*
|
Series
FF
|
12/8/2016
|
68,048
|
$3.91
|
12/1/2021
|
*
|
Series
CC
|
12/8/2016
|
277,463
|
$5.00
|
12/8/2021
|
*
|
Series
HH
|
2/23/2017
|
6,500
|
$3.13
|
2/16/2022
|
*
|
Series
AA
|
8/26/2016
|
200,000
|
$13.75
|
2/22/2022
|
*
|
Series
JJ
|
3/14/2017
|
9,450
|
$3.13
|
3/8/2022
|
*
|
Series
LL
|
4/30/2017
|
26,398
|
$3.59
|
4/30/2022
|
*
|
Series MM
|
6/22/2017
|
893,491
|
$1.86
|
6/22/2022
|
*
|
Series
NN
|
7/24/2017
|
473,798
|
$2.52
|
7/24/2022
|
*
|
Series
OO
|
7/31/2017
|
40,000
|
$2.52
|
7/31/2022
|
2
|
Series
RR
|
10/30/2017
|
457,116
|
$1.65
|
10/30/2022
|
*
|
Series
SS
|
12/19/2017
|
460,012
|
$2.09
|
12/18/2022
|
2
|
Series
TT
|
2/5/2018
|
459,421
|
$2.24
|
2/5/2023
|
2
|
Series
VV
|
7/2/2018
|
82,500
|
$1.75
|
1/2/2024
|
*
|
Consultants
|
7/28/17
|
10,000
|
$2.18
|
7/27/2027
|
3
|
|
December
31,
2019
|
September
30,
2019
|
Series V
warrants
|
$119,411
|
$674,442
|
Series W
warrants
|
1,042,133
|
1,193,507
|
Series Z
warrants
|
1,098,996
|
1,109,545
|
Series ZZ
warrants
|
62,791
|
77,638
|
Series AA
warrants
|
851,930
|
916,908
|
Series BB
warrants
|
64,397
|
63,966
|
Series CC
warrants
|
1,733,579
|
1,710,898
|
Series FF
warrants
|
453,374
|
446,185
|
Series HH
warrants
|
45,739
|
45,657
|
Series JJ
warrants
|
66,729
|
66,599
|
Series LL
warrants
|
182,722
|
182,965
|
Total warrant
liabilities
|
$5,721,801
|
$6,488,310
|
|
|
|
|
2019
|
2018
|
Series S
warrants
|
$-
|
$33
|
Series V
warrants
|
555,031
|
556,332
|
Series W
warrants
|
151,374
|
626,850
|
Series Z
warrants
|
10,549
|
204,121
|
Series ZZ
warrants
|
14,847
|
14,323
|
Series AA
warrants
|
64,978
|
157,219
|
Series BB
warrants
|
(431)
|
12,110
|
Series CC
warrants
|
(22,681)
|
665,606
|
Series DD
warrants
|
-
|
1,249,287
|
Series EE
warrants
|
-
|
1,249,287
|
Series FF
warrants
|
(7,189)
|
69,062
|
Series GG
warrants
|
-
|
212,782
|
Series HH
warrants
|
(82)
|
20,951
|
Series II
warrants
|
-
|
230,589
|
Series JJ
warrants
|
(130)
|
31,462
|
Series KK
warrants
|
-
|
228,095
|
Series LL
warrants
|
243
|
28,197
|
Net gain on warrant
liabilities
|
$766,509
|
$5,556,306
|
Warrants
|
Warrants
Exercised
|
Exercise
Price
|
Proceeds
|
Series
OO
|
10,000
|
$2.52
|
$25,200
|
Series
SS
|
22,632
|
$2.09
|
47,301
|
Series
TT
|
100,628
|
$2.24
|
224,600
|
|
132,900
|
|
$297,101
|
Warrants
|
Warrants
Exercised
|
Exercise
Price
|
Proceeds
|
Series
PP
|
60,000
|
$2.30
|
$138,000
|
Series
SS
|
152,632
|
$2.09
|
319,001
|
Series
TT
|
86,050
|
$2.24
|
192,752
|
|
298,682
|
|
$649,753
|
|
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
|
$-
|
$-
|
$5,721,801
|
$5,721,801
|
|
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
|
$-
|
$-
|
$6,488,310
|
$6,488,310
|
Nine months
ending September 30, 2020
|
$1,416,000
|
Year ending
September 30,
|
|
2021
|
1,948,000
|
2022
|
2,010,000
|
2023
|
2,079,000
|
2024
|
2,146,000
|
2025
|
2,218,000
|
Thereafter
|
7,322,000
|
Total future
minimum lease obligation
|
19,139,000
|
Less imputed
interest on finance lease obligations
|
(5,855,000)
|
Net present
value of lease finance lease obligations
|
$13,284,000
|
Nine months ending
September 30, 2020
|
$173,000
|
Year ending
September 30,
|
|
2021
|
163,000
|
2022
|
168,000
|
2023
|
173,000
|
2024
|
178,000
|
2025
|
183,000
|
Thereafter
|
269,000
|
Total future
minimum lease obligation
|
1,307,000
|
Less imputed
interest on operating lease obligation
|
(338,000)
|
Net present
value of operating lease obligation
|
$969,000
|
Nine months ending
September 30, 2020
|
$39,000
|
Year ending
September 30,
|
|
2021
|
49,000
|
2022
|
45,000
|
2023
|
35,000
|
2024
|
27,000
|
2025
|
24,000
|
Thereafter
|
92,000
|
Total
|
$311,000
|
|
Three months ended December 31,
|
|
|
2019
|
2018
|
(Loss) earnings per share - basic
|
|
|
Net
(loss) earnings available to common shareholders -
basic
|
$(5,475,160)
|
$1,245,902
|
Weighted
average shares outstanding - basic
|
35,084,279
|
27,985,327
|
Basic
(loss) earnings per common share
|
$(0.16)
|
$0.04
|
|
|
|
(Loss) earnings per share - diluted
|
|
|
Net
(loss) earnings available to common shareholders -
basic
|
$(5,475,160)
|
$1,245,902
|
Gain
on derivatives (1)
|
(243)
|
(723,879)
|
Net
(loss) earnings available to common shareholders -
diluted
|
$(5,474,403)
|
$522,023
|
|
|
|
Weighted
average shares outstanding - basic
|
35,084,279
|
27,985,327
|
Incremental
shares underlying dilutive-warrants and options (1)
|
14,329
|
1,944,026
|
Weighted
average shares outstanding - diluted
|
35,098,608
|
29,929,353
|
Diluted
(loss) earnings per common share
|
$(0.16)
|
$0.02
|
|
|
|
(1) Includes Series LL warrants for the three months ended December
31, 2019 and Series GG, HH, II, JJ and KK warrants for the three
months ended December 31, 2018.
|
|
|
2019
|
2018
|
|
|
|
Options
and Warrants
|
7,009,959
|
3,175,384
|
Unvested
Restricted Stock
|
304,500
|
312,000
|
Total
|
7,314,459
|
3,487,384
|
|
Three months ended December 31,
|
|
|
2019
|
2018
|
|
|
|
MULTIKINE
|
$3,956,444
|
$3,250,278
|
LEAPS
|
240,169
|
221,436
|
|
|
|
TOTAL
|
$4,196,613
|
$3,471,714
|
|
CEL-SCI
CORPORATION
|
|
|
|
|
|
|
Date:
February 7, 2020
|
By:
|
/s/ Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Principal
Executive Officer*
|
|
1 Year Cel Sci Chart |
1 Month Cel Sci Chart |
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