0001654954-20-003044.txt : 20200324 0001654954-20-003044.hdr.sgml : 20200324 20200324091307 ACCESSION NUMBER: 0001654954-20-003044 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200324 DATE AS OF CHANGE: 20200324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-226558 FILM NUMBER: 20736779 BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 FWP 1 cvm_fwp.htm FWP cvm_fwp
 
  
Issuer General Use Free Writing Prospectuses
 
Filed pursuant to Rule 433
Registration Statement No.: 333-226558
Issuer Free Writing Prospectus dated March 24, 2020
Relating to Preliminary Prospectus Supplement dated March 23, 2020
 
TERM SHEET
 
CEL-SCI CORPORATION
 
Public Offering of Common Stock
 
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the accompanying prospectus, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
 
A preliminary prospectus supplement to the accompanying prospectus dated March 23, 2020 has been filed with the Securities and Exchange Commission (SEC) in the United States and contains important information relating to the securities described in this term sheet. The issuer has filed a registration statement (including the accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus, as supplemented by the preliminary prospectus supplement filed with the SEC, in that registration statement and other documents the issuer has and will file with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, as supplemented, if you request it, from Aegis Capital Corp., via email at syndicate@aegiscap.com or telephone at (212) 813-1010.
 
Issuer:
 
CEL-SCI Corporation (the “Company”)
 
 
 
Number of Firm Shares:
 
630,500 shares of common stock of the Company (each, a “Share”).
 
 
 
Public price per Share:
 
$12.22
 
Option to purchase additional Shares:
 
The Underwriter (as defined below) will have an option, exercisable, in whole or in part, in the sole discretion of the Underwriter, at any time prior to the day that is the 45th day following the date of the Underwriting Agreement, to purchase up to an additional 94,575 Shares on the same terms and conditions as set forth herein.
 
 
 
Form of Underwriting:
 
Firm commitment underwriting public offering by way of a prospectus supplement to the Company’s effective “shelf” registration statement (File No. 333-226558) (the “Offering”), subject to a mutually acceptable underwriting agreement containing the customary material adverse effect clauses.
 
 
 
Underwriter:
 
Aegis Capital Corp. is acting as the sole book-running manager for the Offering (the “Underwriter”).
 
 
 
Jurisdictions:
 
No action is being taken in any jurisdiction outside the United States to permit a public offering of the Shares. None of the Shares in this Offering will be offered or sold, directly or indirectly, nor will any offering material or advertisements in connection with the offer and sales of any of the Shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction.
 
 
 
Underwriter’s Fees:
 
The Company will pay the Underwriter a commission equal to 7.0% of the gross proceeds of the Offering. The Company will reimburse the Underwriter for certain expenses including $65,000 for actual fees and expenses including legal fees, or $25,000 if the offering is not consummated.
 
 
 
Use of Proceeds:
 
The net proceeds of the Offering will be used to fund the continued development of Multikine, LEAPS and for other general corporate purposes.
 
 
 
Listing:
 
Our common stock is listed on the NYSE American under the symbol “CVM.”
 
 
 
Closing Date:
 
On or about March 26, 2020 or such other date as the Company and the Underwriter mutually agree.
 
Aegis Capital Corp.