CEL-SCI Corporation (NYSE AMEX: CVM), a late-stage oncology
company, has entered into definitive agreements to sell 16,000,000
shares of its common stock at a price per share of $0.36 pursuant to a
registered direct offering to an institutional investor, representing
gross proceeds of approximately $5.76 million.
The investor will also receive warrants to purchase 12,000,000 shares of
CEL-SCI Corporation's common stock. The warrants have an exercise price
of $0.50 per share and are not exercisable for six months from the close
of the transaction. The closing of the offering is expected to take
place on or before Monday, January 30, 2012, subject to the satisfaction
of customary closing conditions. CEL-SCI Corporation plans to use the
net proceeds for CEL-SCI's general and administrative expenses and for
CEL-SCI's Phase III clinical trials involving its investigational cancer
drug Multikine® (Leukocyte Interleukin, Injection)*.
The shares and warrants are being offered by CEL-SCI Corporation
pursuant to an effective shelf registration statement filed with the
Securities and Exchange Commission dated August 12, 2009.
Chardan Capital Markets, LLC acted as the exclusive placement agent for
the transaction.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The shares of common stock may only be offered by means of
a prospectus. Copies of the final prospectus supplement and accompanying
base prospectus can be obtained from the SEC's website at http://www.sec.gov.
About CEL-SCI:
CEL-SCI Corporation is developing investigational products that empower
immune defenses. Its lead investigational product is Multikine
(Leukocyte Interleukin, Injection), currently being studied in a pivotal
global Phase III clinical trial. CEL-SCI is also developing (and
investigating) an immunotherapy (LEAPS-H1N1-DC) as a possible treatment
for H1N1 hospitalized patients and as a vaccine (CEL-2000) for
Rheumatoid Arthritis (currently in preclinical testing) using its LEAPS
technology platform. The investigational immunotherapy LEAPS-H1N1-DC
treatment involves non-changing regions of H1N1 Pandemic Flu, Avian Flu
(H5N1), and the Spanish Flu, as CEL-SCI scientists are very concerned
about the possible emergence of a new more virulent hybrid virus through
the combination of H1N1 and Avian Flu, or maybe Spanish Flu. The Company
has operations in Vienna, Virginia, and in/near Baltimore, Maryland.
For more information, please visit www.cel-sci.com.
* Multikine is the trademark that CEL-SCI has registered for this
investigational therapy, and this proprietary name is subject to FDA
review in connection with our future anticipated regulatory submission
for approval.
When used in this report, the words "intends," "believes,"
"anticipated" and "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to
risks and uncertainties which could cause actual results to differ
materially from those projected. Factors that could cause or contribute
to such differences include, an inability to duplicate the clinical
results demonstrated in clinical studies, timely development of any
potential products that can be shown to be safe and effective, receiving
necessary regulatory approvals, difficulties in manufacturing any of the
Company's potential products, inability to raise the necessary capital
and the risk factors set forth from time to time in CEL-SCI
Corporation's SEC filings, including but not limited to its report on
Form 10-K for the year ended September 30, 2011. The Company undertakes
no obligation to publicly release the result of any revision to these
forward-looking statements which may be made to reflect the events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
