Form 8-K

8-K — CEL SCI CORP

Accession: 0001654954-26-004823

Filed: 2026-05-13

Period: 2026-05-11

CIK: 0000725363

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cvm_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (cvm_ex991.htm)

EX-99.2 — PRESS RELEASE (cvm_ex992.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 11, 2026

CEL-SCI CORPORATION

(Exact name of Registrant as specified in its charter)

Colorado

001-11889

84-0916344

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

8229 Boone Blvd. #802

Vienna, VA 22182

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (703) 506-9460

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

CVM

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 11, 2026, CEL-SCI Corporation, a Colorado corporation (the “Company”), entered into a Placement Agency Agreement with ThinkEquity LLC (the “Placement Agent”) relating to the sale and issuance of 6,000,000 shares of the Company’s common stock, at an offering price of $1.20 per share (the “Shares”).

The offering closed on May 13, 2026. The gross proceeds from the offering were $7,200,000 before deducting Placement Agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to fund the continued development of Multikine, for general corporate purposes, and working capital.

The securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-1 (Registration No. 333-295168) which was declared effective by the Securities Exchange and Commission (the “SEC”) on May 11, 2026, and the final prospectus dated May 11, 2026.

Pursuant to the terms of the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the offering and to reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $150,000. The Company further agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for a period of 30 days from May 13, 2026, subject to certain exceptions. Additionally, each of the directors and officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, for a period of 45 days from May 11, 2026.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The foregoing description of the Placement Agency Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, a copy of which was filed herewith as Exhibit 1 to the Company’s Registration Statement on Form S-1, filed on Apil 17, 2026, as amended on May 1, 2026 and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 8.01 Other Events.

On May 11, 2026, the Company issued a press release announcing the pricing of the offering, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On May 13, 2026, the Company issued a press release announcing the closing of the offering. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 8.01, including Exhibit 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Certain of the statements made in this Current Report on Form 8-K are forward looking. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC on December 29, 2025, and other filings made by the Company with the SEC, all of which can be obtained on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. The Company expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 11, 2026

99.2

Press Release dated May 13, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 13, 2026

CEL-SCI CORPORATION

By:

/s/ Geert Kersten

Geert Kersten

Chief Executive Officer

EX-99.1 — PRESS RELEASE

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EXHIBIT 99.1

8229 Boone Boulevard, Suite 802

Vienna, Va. 22182 USA

Telephone (703) 506-9460

www.cel-sci.com

COMPANY CONTACT:

Gavin de Windt

CEL-SCI Corporation

(703) 506-9460

CEL-SCI Corporation Announces Pricing of Public Offering

Vienna, VA, May 11, 2026 — CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a clinical stage cancer immunotherapy company, today announced the pricing of a best-efforts public offering of 6,000,000 shares of its common stock at an offering price of $1.20 per share. Total gross proceeds from the offering, before deducting the placement agent’s fees and offering expenses, are expected to be approximately $7.2 million. The offering is expected to close on May 13, 2026, subject to satisfaction of customary closing conditions.

The Company intends to use the proceeds for the continued development of Multikine*, general corporate purposes, and working capital.

ThinkEquity is acting as the sole placement agent for the offering.

A registration statement on Form S-1 (File No. 333-295168) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on May 11, 2026. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI believes that boosting a patient’s immune system before surgery, radiotherapy and chemotherapy have damaged it, should provide the greatest possible impact on survival. Multikine is designed to help the immune system "target" the tumor at a time when the immune system is still relatively intact and thereby thought to be better able to mount an attack on the tumor.

Multikine (Leukocyte Interleukin, Injection), given right after diagnosis and before surgery, has been dosed in over 740 patients and received Orphan Drug designation from the FDA for neoadjuvant therapy in patients with squamous cell carcinoma (cancer) of the head and neck.

The Company has operations in Vienna, Virginia, and near/in Baltimore, Maryland.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "intends," "believes," "anticipated," "plans" and "expects," and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that 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's filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2025. 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.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company's future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

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EXHIBIT 99.2

8229 Boone Boulevard, Suite 802

Vienna, VA 22182. USA

Telephone (703) 506-9460

www.cel-sci.com

COMPANY CONTACT:

Gavin de Windt

CEL-SCI Corporation

(703) 506-9460

CEL-SCI ANNOUNCES CLOSING OF PUBLIC OFFERING

Vienna, Virginia – May 13, 2026 — CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a clinical stage cancer immunotherapy company, today announced the closing of its best-efforts public offering of 6,000,000 shares of its common stock. Each share of common stock was sold at a public offering price of $1.20 per share. Total gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $7.2 million.

The Company intends to use the net proceeds from the offering to fund the continued development of Multikine*, general corporate purposes, and working capital.

ThinkEquity acted as the sole placement agent for the offering.

A registration statement on Form S-1 (File No. 333-295168) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on May 11, 2026. This offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

About CEL-SCI Corporation

The Company has operations in Vienna, Virginia, and near/in Baltimore, Maryland.

Forward Looking Statements

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