US Market News
3週前
CEL-SCI Announces Closing of Public OfferingMay 13, 2026 3:00 PM
Business Wire 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. 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260513189882/en/ COMPANY CONTACT:
Gavin de Windt
CEL-SCI Corporation
(703) 506-9460 Original: CEL-SCI Announces Closing of Public Offering
fung_derf
4週前
ThinkEquity is acting as the sole placement agent for the offering.
ThinkEquity LLC has been associated with various allegations of broker fraud, negligence, and unsuitable investment recommendations, according to regulatory filings. Investors have filed complaints against ThinkEquity advisors regarding breaches of fiduciary duty, and specific brokers like William Baquet and Ben Sutak have faced lawsuits or complaints.Key Aspects of ThinkEquity Related Allegations:Broker Misconduct: BrokerCheck records highlight complaints against ThinkEquity LLC brokers involving allegations of fraud, misrepresentation, breach of contract, and breach of fiduciary duty.Suitability Complaints: Advisors have faced complaints regarding the recommendation of unsuitable investments.Specific Cases:Ben Sutak: Received a $296K complaint, according to Carlson Law.William Baquet: Involved in a civil suit alleging fraud.Brian Vera: Broker linked to claims of fraud and elder abuse
AI Overview "Death spiral" financing, or toxic convertible debt, is a structured financing method where investors provide capital to often-distressed companies in exchange for convertible debt. This debt can be converted into common stock at a significant discount to the market price, often leading to a massive increase in share count, a plummeting stock price, and potential bankruptcy for the company.Based on your query, here is an overview of the mechanics, risks, and context surrounding this type of financing:Mechanics of the "Death Spiral"Convertible Debt: Investors receive convertible preferred stock or debentures.Discounted Conversion: The debt is converted into shares at a discount (e.g., 80% of the lowest trading price over a preceding period).Short Selling: To secure immediate profits, investors often short sell the company's common stock.Dilution and Downward Pressure: As investors convert debt to cover their short positions, new shares flood the market, driving the stock price down.The Cycle: Because the conversion price is linked to the stock price, a falling stock price means more shares are issued, causing further dilution and further price drops.Risks and ConsequencesSevere Dilution: Existing shareholders see their stakes severely diluted."R.I.P." for the Company: While not always the sole cause, this financing can hasten the failure of a company already in distress.Loss of Control: Companies may lose control of their equity, and in some cases, the lender essentially gains control.Limited Financing Options: The toxic nature of these deals can make it impossible for the company to raise capital from other sources.Context on "Toxic" FinancingTargeted Companies: Such financing is usually sought by microcap or small-cap companies with limited capital options, often experiencing, or on the brink of, financial trouble.Prevalence: According to a report from August 2024, the microcap market faces "unprecedented challenges" from this type of financing and aggressive short-selling.Regulatory Scrutiny: The SEC has investigated such financing, sometimes referred to as "death spiral" or "toxic" because of its destructive impact on shareholder value.Note: While the query mentions a specific firm, "death spiral" financing is a widespread, high-risk financial instrument used by various investors. The information above explains the mechanism itself based on general financial reporting.
US Market News
4週前
CEL-SCI Corporation Announces Pricing of Public OfferingMay 11, 2026 8:11 PM
Business Wire 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511186764/en/ COMPANY CONTACT:
Gavin de Windt
CEL-SCI Corporation
(703) 506-9460 Original: CEL-SCI Corporation Announces Pricing of Public Offering
rdneum
1月前
Notes on the S-1 Filing.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: (Box Checked)
The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
We are offering on a best efforts basis 3,440,367 shares of common stock of CEL-SCI Corporation based on an assumed public offering price of $4.36 per share (which is the last reported sales price of our shares on the NYSE American on April 14, 2026).
Our shares of common stock are traded on the NYSE American under the symbol CVM. The actual public offering price per share sold in this offering will be determined between us and the placement agent based on market conditions at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.
We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (each a “Pre-Funded Warrant”) exercisable at an exercise price of $0.0001 per share. The purchase price of each Pre-Funded Warrant is equal to the price per share of common stock being sold to the public in this offering, minus $0.0001. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This offering also includes the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants.
We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agent fees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” on page S-37 of this prospectus for more information regarding these arrangements.
A Public Offering in Recent S-1 filings was announced at the time of the filing. Of course, the share price fell at the announcement. After the decline CVM then announced the Offering Price which caused an additional decline in the Stock. Don't know what the strategy is this time.
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