EXHIBIT
99
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NEWS
RELEASE
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8229
Boone Boulevard, Suite 802
Vienna,
VA 22182. USA
Telephone
(703) 506-9460
www.cel-sci.com
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COMPANY
CONTACT:
Gavin
de Windt
CEL-SCI
Corporation
(703)
506-9460
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CEL-SCI ANNOUNCES BOUGHT DEAL OFFERING
Vienna, VA, December 8, 2020 -- CEL-SCI Corporation
(NYSE American: CVM), a
Phase 3 cancer immunotherapy company, today announced that it has
entered into an underwriting agreement with Kingswood Capital
Markets, division of Benchmark Investments, Inc. and Aegis Capital
Corp. under which the underwriters have agreed to purchase on a
firm commitment basis a minimum of 1,000,000 shares of common stock
of the Company, at a price to the public of $14.65 per share (the
“Public Price”), representing a 5% discount to the
Company’s December 8, 2020 closing share price. The closing
of the offering is expected to occur on or about December 11, 2020,
subject to customary closing conditions.
Kingswood
Capital Markets, division of Benchmark Investments, Inc. and Aegis
Capital Corp. are acting as the joint book-running managers for the
offering.
The
Company also has granted to the underwriters a 30-day option to
purchase up to 15% of the offering at the Public Price. The use of
proceeds will be to fund the continued development of Multikine*
and LEAPS, the expansion of the Company’s manufacturing
facility and for other general corporate purposes.
The
shares of common stock described above are being offered by CEL-SCI
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-226558) filed with the Securities and Exchange Commission (SEC)
and the accompanying prospectus contained therein. The offering of
the shares of common stock is being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A preliminary prospectus
supplement and the accompanying prospectus relating to and
describing the terms of the offering has been filed with the SEC.
Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to this offering may be obtained
on the SEC's website at http://www.sec.gov
or by contacting Kingswood Capital Markets, Attention: Syndicate
Desk, 17 Battery Place, Suite 625, New York, NY 10004, by email
at syndicate@kingswoodcm.com,
or by telephone at (212) 404-7002.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such 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 is a clinical-stage biotechnology company focused on
finding the best way to activate the immune system to fight cancer
and infectious diseases. The Company’s lead investigational
therapy Multikine is currently in a pivotal Phase 3 clinical trial
involving head and neck cancer, for which the Company has received
Orphan Drug Status from the FDA. The Company has operations
in Vienna, Virginia, and near 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, including the
risk that the offering is subject to market and other conditions
and there can be no assurance as to whether or when the offering
may be completed or as to the actual size or terms of the offering.
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 amended report on Form
10-K/A for the year ended September 30, 2019. 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, and
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. Moreover, no definitive conclusions can be drawn from the
early-phase, clinical-trials data involving the investigational
therapy Multikine. Further research is required, and early-phase
clinical trial results must be confirmed in the Phase 3 clinical
trial of this investigational therapy that is in
progress.