Rule 424(b)(3)
File #333-162792
PROSPECTUS SUPPLEMENT
(to Prospectus dated May 25, 2012)
CEL-SCI CORPORATION
Common Stock and Warrants
By means of this prospectus CEL-SCI Corporation is offering to sell
16,000,000 shares of its common stock to investors at a price of $0.35 per
share. For every 100 shares purchased an investor will also receive 75 Series Q
warrants, or an aggregate of 12,000,000 warrants. Each Series Q warrant will
entitle the holder to purchase one share of CEL-SCI's common stock. The Series Q
warrants may be exercised at any time on or after December 22, 2012 and on or
before December 22, 2015 at a price of $0.50 per share.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $448,000.
The securities offered by this prospectus are speculative and involve a
high degree of risk and should be purchased only by persons who can afford to
lose their entire investment. For a description of certain important factors
that should be considered by prospective investors, see "Risk Factors" beginning
on page 7 of this prospectus supplement and on page 10 of CEL-SCI's prospectus
dated May 25, 2012.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
CEL-SCI's common stock is traded on the NYSE MKT under the symbol "CVM". On
June 18, 2012 the closing price of CEL-SCI's common stock was $0.40.
Delivery of the shares and warrants will take place on or about June 21,
2012 subject to the satisfaction of certain conditions.
The date of this prospectus supplement is June 18, 2012.
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TABLE OF CONTENTS
Prospectus Supplement
Page
----
About this Prospectus Supplement 3
Forward-Looking Statements 4
Prospectus Supplement Summary 5
Determination of Offering Price 9
Use of Proceeds 9
Dilution 10
Plan of Distribution
Where You Can Find More Information
Incorporation of Certain Information by Reference
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement,
including the documents incorporated by reference, which describes the specific
terms of this offering. The second part, the accompanying prospectus, including
the documents incorporated by reference, provides more general information.
Generally, when we refer to this prospectus, we are referring to both parts of
this document combined. We urge you to carefully read this prospectus supplement
and the accompanying prospectus, and the documents incorporated herein and
therein, before buying any of the securities being offered by this prospectus
supplement. This prospectus supplement may add, update or change information
contained in the accompanying prospectus. To the extent that any statement that
we make in this prospectus supplement is inconsistent with statements made in
the accompanying prospectus or any documents incorporated by reference therein,
the statements made in this prospectus supplement will be deemed to modify or
supersede those made in the accompanying prospectus and such documents
incorporated by reference therein.
You should rely only on the information contained or incorporated herein by
reference in this prospectus supplement and contained or incorporated therein by
reference in the accompanying prospectus. We have not authorized anyone to
provide you with different or additional information. If anyone provides you
with different, additional or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the common stock and the
distribution of this prospectus outside the United States. You should assume
that the information in this prospectus supplement and the accompanying
prospectus is accurate only as of the date on the front of the applicable
document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus supplement or the accompanying prospectus,
or any sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates. You should read
this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus when making your investment decision. You should also read and
consider the information in the documents we have referred you to in the section
of this prospectus entitled "Where You Can Find More Information."
This prospectus supplement, the accompanying prospectus, and the
information incorporated herein and therein by reference may include trademarks,
service marks and trade names owned by us or other companies. All trademarks,
service marks and trade names included or incorporated by reference into this
prospectus supplement or the accompanying prospectus are the property of their
respective owners.
In this prospectus, unless otherwise specified or the context requires
otherwise, we use the terms "Cel-Sci," the "Company," "we," "us" and "our" to
refer to Cel-Sci Corporation. Our fiscal year ends on September 30.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein contain forward-looking statements.
These statements relate to future events and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements.
Factors that might affect our forward-looking statements include those
disclosed in this prospectus and the accompanying prospectus.
In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "potential" and similar
expressions intended to identify forward-looking statements. These statements
reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. We
discuss many of these risks in greater detail under the heading "Risk Factors"
herein and in the documents incorporated by reference herein. Also, these
forward-looking statements represent our estimates and assumptions only as of
the date of the document containing the applicable statement.
Unless required by law, we undertake no obligation to update or revise any
forward-looking statements to reflect new information or future events or
developments. Thus, you should not assume that our silence over time means that
actual events are bearing out as expressed or implied in such forward-looking
statements. Before deciding to purchase our common stock, you should carefully
consider the risk factors incorporated by reference and set forth herein, in
addition to the other information set forth in this prospectus supplement, the
accompanying prospectus and in the documents incorporated by reference herein
and therein.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us, this offering and
information appearing elsewhere in this prospectus supplement, in the
accompanying prospectus and in the documents we incorporate by reference. This
summary is not complete and does not contain all of the information that you
should consider before investing in our securities. To fully understand this
offering and its consequences to you, you should read this entire prospectus
supplement and the accompanying prospectus carefully, including the information
referred to under the heading "Risk Factors" in the accompanying prospectus and
set forth herein, the financial statements and other information incorporated by
reference in this prospectus supplement and the accompanying prospectus when
making an investment decision.
About Cel-Sci Corporation
We were formed as a Colorado corporation in 1983. Our principal office is
located at 8229 Boone Boulevard, Suite 802, Vienna, VA 22182. Our telephone
number is 703-506-9460 and our web site is www.cel-sci.com.
Our business consists of the following:
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1) Multikine(R) (Leukocyte Interleukin, Injection) investigational cancer
therapy;
2) LEAPS technology, with two investigational therapies, pandemic flu
treatment for hospitalized patients and CEL-2000, a rheumatoid
arthritis treatment vaccine.
MULTIKINE
---------
Our lead investigational therapy, Multikine (Leukocyte Interleukin,
Injection), is currently being developed as a potential therapeutic agent
directed at using the immune system to produce an anti-tumor immune response.
Data from Phase I and Phase II clinical trials suggest that Multikine simulates
the activities of a healthy person's immune system, enabling it to use the
body's own anti-tumor immune response. Multikine (Leukocyte Interleukin,
Injection) is the full name of this investigational therapy, which, for
simplicity, is referred to in the remainder of this document as Multikine.
Multikine is the trademark that we have registered for this investigational
therapy, and this proprietary name is subject to FDA review in connection with
our 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. Neither has its safety or efficacy been established for any
use.
Multikine has been cleared by the regulators in eight countries around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients. This trial is expected
to be the largest head and neck cancer clinical study ever conducted.
It is also thought to be the first Phase III study in the world in which
immunotherapy is given to cancer patients first, i.e., prior to their receiving
any conventional treatment for cancer, including surgery, radiation and/or
chemotherapy. This could be shown to be important because conventional therapy
may weaken the immune system, and may compromise the potential effect of
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immunotherapy. Because Multikine is given before conventional cancer therapy,
when the immune system may be more intact, we believe the possibility exists for
it to have a greater likelihood of activating an anti-tumor immune response
under these conditions. This likelihood is one of the clinical aspects being
evaluated in the ongoing global Phase III clinical trial.
Multikine is a different kind of investigational therapy in the fight
against cancer; Multikine is a defined mixture of cytokines. It is a combination
immunotherapy, possessing both active and passive properties.
LEAPS
-----
Our patented T-cell Modulation Process, referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune response. LEAPS is designed to stimulate the human
immune system to more effectively fight bacterial, viral and parasitic
infections as well as autoimmune, allergies, transplantation rejection and
cancer, when it cannot do so on its own. Administered like a vaccine, LEAPS
combines T-cell binding ligands with small, disease associated, peptide antigens
and may provide a new method to treat and prevent certain diseases.
The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.
Using the LEAPS technology, we have created a potential peptide treatment
for H1N1 (swine flu) hospitalized patients. This LEAPS flu treatment is designed
to focus on the conserved, non-changing epitopes of the different strains of
Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine", "avian or
bird", and "Spanish Influenza", in order to minimize the chance of viral "escape
by mutations" from immune recognition. Therefore one should think of this
treatment not really as an H1N1 treatment, but as a pandemic flu treatment. our
LEAPS flu treatment contains epitopes known to be associated with immune
protection against influenza in animal models.
With our LEAPS technology, we have also developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.
THE OFFERING
Common stock offered by this prospectus 16,000,000 shares
Common stock to be outstanding after
this offering 272,797,698 shares
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Warrants we are offering We are offering Series Q warrants to
purchase up to 12,000,000 shares of
common stock. The Series Q warrants
may be exercised at any time on or
after December 22, 2012 and on or
before December 22, 2015 at a price
of $0.50 per share. This prospectus
supplement also relates to the
offering of the shares of common
stock issuable upon exercise of
the warrants. There is no
established public trading market for
the warrants, and we do not
expect a market to develop. In
addition, we do not intend to apply
for listing of the warrants on
any national securities exchange
or other nationally recognized
trading system. The warrants will be
issued in certificated form.
Use of proceeds We intend to use the net
proceeds from this offering primarily
for our Phase III clinical trial,
other research and development, and
general and administrative expenses.
See "Use of Proceeds" on page 9 for
further information.
Risk factors Investing in our securities
involves a high degree of risk. See
"Risk Factors" below and beginning on
page 7 of this prospectus supplement
and on page 10 of the accompanying
prospectus.
NYSE MKT Trading Symbol CVM
The number of shares of common stock shown above to be outstanding after this
offering is based on 256,797,698 shares outstanding as of June 18, 2012 and
excludes shares issuable upon the exercise of outstanding options and warrants,
or upon the converion of outstanding promissory notes. For further information,
see the "Comparative Share Data" section of the accompanying prospectus.
RISK FACTORS
Investing in our common stock involves significant risks. You should
carefully consider the "Risk Factors" included and incorporated by reference in
the prospectus, this prospectus supplement and any other applicable prospectus
supplement, including the risk factors incorporated by reference from our most
recent Annual Report on Form 10-K for the fiscal year ended September 30, 2011,
filed with the SEC on December 23, 2011, as updated by our Quarterly Reports on
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Form 10-Q and our other filings with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, filed after such
Annual Report. The risks and uncertainties we described are not the only ones
facing us. Additional risks not presently known to us, or that we currently deem
immaterial, may also impair our business operations. If any of these risks were
to occur, our business, financial condition, or result of operations would
likely suffer. In that event, the trading price of our common stock would
decline, and you could lose all or part of your investment.
Risks related to this Offering
Management will have broad discretion as to the use of the proceeds of this
offering.
We have not designated the amount of net proceeds we will receive from this
offering for any particular purpose. Accordingly, our management will have broad
discretion as to the application of these net proceeds and could use them for
purposes other than those contemplated at the time of this offering. Our
stockholders may not agree with the manner in which our management chooses to
allocate and spend the net proceeds.
You will experience immediate and substantial dilution.
Since the offering price of the securities offered pursuant to this prospectus
supplement and the accompanying prospectus is higher than the net tangible book
value per share of our common stock, you will suffer substantial dilution in the
net tangible book value of the common stock you purchase in this offering. See
"Dilution" in this prospectus supplement for a more detailed discussion of the
dilution you will incur if you purchase securities in this offering.
You may experience future dilution as a result of future equity offerings or
other equity issuances.
To raise additional capital, we may in the future offer additional shares of our
common stock or other securities convertible into or exchangeable for our common
stock. We cannot assure you that we will be able to sell shares or other
securities in any other offering at a price per share that is equal to or
greater than the price per share paid by investors in this offering. The price
per share at which we sell additional shares of our common stock or other
securities convertible into or exchangeable for our common stock in future
transactions may be higher or lower than the price per share in this offering.
Our outstanding options and warrants may adversely affect the trading price of
our common stock.
As of June 18, 2012, there were outstanding stock options to purchase
approximately 37,568,000 shares of our common stock, at prices ranging between
$0.16 and $1.94 per share, and outstanding warrants to purchase approximately
62,431,000 shares of common stock, at prices ranging between $0.30 and $1.75 per
share. Our outstanding options and warrants could adversely affect our ability
to obtain future financing or engage in certain mergers or other transactions,
since the holders of options and warrants can be expected to exercise them at a
time when we may be able to obtain additional capital through a new offering of
securities on terms more favorable to us than the terms of the outstanding
options and warrants. For the life of the options and warrants, the holders have
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the opportunity to profit from a rise in the market price of our common stock
without assuming the risk of ownership. The issuance of shares upon the exercise
of outstanding options and warrants will also dilute the ownership interests of
our existing stockholders.
There is no public market for the warrants to purchase common stock being
offered in this offering.
There is no established public trading market for the warrants being offered in
this offering, and we do not expect a market to develop. In addition, we do not
intend to apply for listing on any securities exchange or other nationally
recognized trading system. Without an active trading market, the liquidity of
the warrants will be limited.
The warrants may not have any value.
The warrants have an exercise price of $0.50 per share and expire on December
22, 2015. In the event that our common stock does not exceed the exercise price
of the warrants during the period when the warrants are exercisable, the
warrants may not have any value.
DETERMINATION OF OFFERING PRICE
Our common stock is currently quoted on the NYSE MKT.
The offering price of the shares of common stock and the exercise price of
the warrants offered by this prospectus supplement has been determined by
negotiation between us and the investors. Among the factors considered in
determining the offering price of the shares and warrants have been:
o our history and our prospects;
o the industry in which we operate;
o our past and present operating results; and
o the general condition of the securities markets at the time of
this offering.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the shares of common
stock and warrants that we are offering will be approximately $5,130,000, after
deducting the placement agent's commissions and the offering expenses payable by
us.
We intend to use the net proceeds from this offering primarily for our
Phase III clinical trial, other research and development, and general and
administrative expenses. As of the date of this prospectus supplement, we cannot
specify with certainty all of the particular uses of the proceeds from this
offering.
Our management will have broad discretion in the application of the net
proceeds from this offering, and investors will be relying on the judgment of
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our management with regard to the use of these net proceeds. Pending the use of
the net proceeds from this offering as described above, we intend to invest the
net proceeds in short-term, investment-grade, interest-bearing instruments.
DILUTION
The net tangible book value of our common stock on March 31, 2012 was
approximately $6,000,000, or approximately $0.02 per share, based on 256,797,698
shares of our common stock outstanding as of June 18, 2012. Net tangible book
value per share represents the amount of our total tangible assets, less our
total liabilities, divided by the total number of shares of our common stock
outstanding. Dilution in net tangible book value per share to new investors
represents the difference between the amount per share paid by purchasers for
shares and warrants in this offering and the net tangible book value per share
of our common stock immediately afterwards. The calculations below do not give
any effect to the sale of the shares of common stock issuable upon the execise
of the warrants.
After giving effect to the sale of 16,000,000 shares of our common stock in
this offering, and after deducting the placement agent's commission and
estimated offering expenses payable by us, our as-adjusted net tangible book
value as of March 31, 2012 would have been approximately $11,373,000, or $0.04
per share. This represents an immediate increase in the net tangible book value
of $0.02 per share to existing stockholders and the immediate dilution in the
net tangible book value of $0.31 per share to new investors purchasing our
shares in this offering.
The following table illustrates this per share dilution:
Offering price per share $0.35
Net tangible book value per share as of March 31, 2012 $0.02
Pro forma net tangible book value per share as of March 31, 2012,
after giving effect to this offering $0.04
Increase in net tangible book value per share attributable to
this offering $0.02
Dilution per share to new investors in this offering $0.31
DESCRIPTION OF SECURITIES
By means of this prospectus, we are offering 16,000,000 shares of common
stock and warrants to purchase up to 12,000,000 shares of common stock. The
shares of common stock and warrants will be issued separately. This prospectus
also relates to the offering of shares of our common stock upon the exercise, if
any, of the warrants.
The exercise price of the warrants, as well as the shares issuable upon the
exercise of the warrants, will be proportionately adjusted in the event of any
stock splits.
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Common Stock
The material terms and provisions of our common stock are described under
the caption "Description of Securities" in the accompanying prospectus.
Series Q Warrants
The following summary of certain terms and provisions of the warrants that
are being offered hereby is not complete and is subject to, and is qualified in
its entirety by the provisions of the warrants, the form of which will be filed
as an exhibit to a Current Report on Form 8-K that we will file in connection
with this offering. Prospective investors should carefully review the terms and
provisions of the form of warrant for a complete description of the terms and
conditions of the warrants.
Duration and Exercise Price: The warrants offered hereby will entitle the
holders to purchase up to 12,000,000 shares of our common stock at an initial
exercise price of $0.50 per share, at any time on or after December 22, 2012 and
on or before on December 22, 2015. The exercise price of the warrants, as well
as the shares issuable upon the exercise of the warrants, will be
proportionately adjusted in the event of any stock splits.
Cashless Exercise: If, at any time during the term of the warrants, the issuance
of shares of our common stock upon exercise of the warrants is not covered by an
effective registration statement, the holder is permitted to effect a cashless
exercise of the warrants (in whole or in part) by having the holder deliver to
us a duly executed exercise notice, canceling a portion of the warrant in
payment of the purchase price payable in respect of the number of shares of our
common stock purchased upon such exercise.
Transferability: The warrants may be transferred at the option of the warrant
holder upon surrender of the warrant with the appropriate instruments of
transfer.
Exchange Listing: We do not plan on making an application to list the warrants
on the NYSE MKT, any national securities exchange or other nationally recognized
trading system.
Rights as a stockholder: Except as set forth in the warrants, the holders of the
warrants do not have the rights or privileges of holders of our common stock,
including any voting rights, until they exercise the warrants
Fundamental Transactions: In the event of a fundamental transaction, as
described in the warrants and generally including any merger with another
entity, the sale, transfer or other disposition of all or substantially all of
our assets to another entity, or the acquisition by a person of more than 50% of
our common stock, then the holders of the warrants will thereafter have the
right to receive upon exercise of the warrants such shares of stock, securities
or assets as would have been issuable or payable with respect to or in exchange
for a number of shares of our common stock equal to the number of shares of our
common stock issuable upon exercise of the warrants immediately prior to the
fundamental transaction, had the fundamental transaction not taken place, and
appropriate provision will be made so that the provisions of the warrants
(including, for example, provisions relating to the adjustment of the exercise
price) will thereafter be applicable, as nearly equivalent as may be practicable
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in relation to any share of stock, securities or assets deliverable upon the
exercise of the warrants after the fundamental transaction. In lieu of the right
to receive upon exercise the shares of stock, securities, or assets as would
have been issuable or payable with respect to or in exchange for a number of
shares of our common stock, the holders of the warrants may require us under
certain circumstances to redeem the warrants for a purchase price payable in
cash of the Black-Scholes value of the warrants, as calculated pursuant to the
terms of the warrants.
Rights Agreement
In November 2007 we declared a dividend of one Series A Right and one
Series B Right for each share of our common stock which was outstanding on
November 9, 2007. When the Rights become exercisable, each Series A Right will
entitle the registered holder, subject to the terms of a Rights Agreement, to
purchase from us one share of our common stock at a price equal to 20% of the
market price of our common stock on the exercise date, although the price may be
adjusted pursuant to the terms of the Rights Agreement. If after a person or
group of affiliated persons has acquired 15% or more of our common stock or
following the commencement of, a tender offer for 15% or more of our outstanding
common stock (i) we are acquired in a merger or other business combination and
we are not the surviving corporation, (ii) any person consolidates or merges
with us and all or part of our common shares are converted or exchanged for
securities, cash or property of any other person, or (iii) 50% or more of our
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Series B Right will thereafter have the right to receive,
upon payment of the exercise price of $100 (subject to adjustment), that number
of shares of common stock of the acquiring company which at the time of such
transaction has a market value that is twice the exercise price of the Series B
Right.
PLAN OF DISTRIBUTION
Chardan Capital Markets, LLC, the placement agent for this offering, has
agreed to place for sale, and CEL-SCI has agreed to grant to the placement agent
the right to place for sale, shares of CEL-SCI's common stock, as well as Series
Q warrants, which together have a value of approximately $5,600,000.
The placement agent may solicit purchases of some or all of the shares and
warrants directly from the public at the offering price set forth on the cover
page of this prospectus supplement.
The placement agent will not acquire any shares of common stock or Series Q
warrants for its own account.
The placement agent will receive from CEL-SCI a cash commission of
$448,000.
The following table shows the fees that CEL-SCI has agreed to pay to the
placement agent in connection with this offering:
Per share $0.028
Total $448,000
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The placement agent may, from time to time, engage in transactions with and
perform services for CEL-SCI in the ordinary course of its business.
It is expected that the closing of this offering will take place on June
21, 2012. CEL-SCI estimates that its portion of the total expenses of this
offering, exclusive of the placement agent's commission, will be approximately
$20,000.
ADDITIONAL INFORMATION
CEL-SCI is subject to the requirements of the Securities Exchange Act of
l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 100 F. Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.
CEL-SCI will provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference below (other than exhibits to these documents, unless the exhibits
are specifically incorporated by reference into this prospectus). Requests
should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The following documents filed with the Commission by CEL-SCI (Commission
File No. 001-11889) are incorporated by reference into this prospectus:
o Annual Report on Form 10-K for the fiscal year ended September
30, 2011.
o Report on Form10-Q for the three months ended December 31, 2011.
o Report on Form 10-Q for the three and six months ended March 31,
2012.
o Current Reports on Form 8-K, which were filed with the SEC on
December 6, 2011, January 27, 2012, February 6, 2012, February
13, 2012 and May 18, 2012 respectively.
All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
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reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by CEL-SCI. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.
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