{"url_path":"/sec/cvm/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/725363/0001654954-26-006015-index.html","accession_number":"0001654954-26-006015","cik":"0000725363","ticker":"CVM","issuer_name":"CEL SCI CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/725363/0001654954-26-006015-index.html","primary_entity_key":"0000725363","primary_entity_name":"CEL SCI CORP"},"word_count":481,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 14, 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 2,500,000 shares of the Company’s common stock, at an offering price of $1.00 per share (the “Shares”).\n\n \n\nThe Offering closed on June 16, 2026. The gross proceeds from the Offering were $2,500,000 before deducting Placement Agent fees and 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.\n\n \n\nThe securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-288515) which was declared effective by the Securities Exchange and Commission (the “SEC”) on August 12, 2025, the base prospectus included therein, as amended and supplemented by the prospectus supplement dated June 14, 2026.\n\n \n\nPursuant 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 $67,000. 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 June 16, 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 June 14, 2026.\n\n \n\nThe 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 is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThis 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."}