CEL-SCI Signs Definitive Agreement to Raise $5 Million in Registered Direct Offering

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Wed Jun 24, 2009 9:20am EDT

CEL-SCI Signs Definitive Agreement to Raise $5 Million in Registered Direct
Offering

VIENNA, Va., June 24 /PRNewswire-FirstCall/ -- CEL-SCI Corporation (NYSE AMEX:
CVM), a late stage cancer immunotherapy company, today announced that it has
entered into a definitive agreement with one institutional investor to sell
12.5 million units, with each unit consisting of one of the Company's common
shares and 0.67 warrants to purchase one share of common stock, for gross
proceeds of approximately $5.0 million, before deducting placement agent fees
and estimated offering expenses, in a "registered direct" offering.  The
investor has agreed to purchase the units at a purchase price of $0.40 per
unit.  The warrants, which represent the right to acquire an aggregate of up
to 8.375 million common shares, will be exercisable at any time on or after
181 days from the Closing Date and prior to the 5-year anniversary at an
exercise price of $0.50 per share, which was above the closing price of the
Company's common shares on the NYSE AMEX Market on June 23, 2009.  Chardan
Capital Markets, LLC acted as placement agent for the offering.

The transaction is expected to close on or about June 29, 2009, subject to
satisfaction of customary closing conditions. 

Geert Kersten, Chief Executive Officer of CEL-SCI, said: "We are planning to
use this money to achieve a number of major milestones, key among them are the
acceleration of our H1N1 swine flu work and the validation of our
manufacturing facility for contract manufacturing services and to produce our
cancer drug Multikine for the planned Phase III clinical trial."

The securities described above are being offered by CEL-SCI Corporation
pursuant to a registration statement previously filed and declared effective
by the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of such 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. The securities may be offered only by means of a prospectus.
Copies of the final prospectus supplement and accompanying base prospectus
relating to this offering may be obtained at the Securities and Exchange
Commission's website at www.sec.gov. 

CEL-SCI Corporation is developing products that empower immune defenses. Its
lead product is Multikine(R) which is being readied for a global Phase III
trial in advancer primary head and neck cancer. CEL-SCI is also developing a
vaccine to prevent and treat swine and other influenzas using its L.E.A.P.S.
technology platform and expects to soon finish the validation of its
state-of-the-art facility in Maryland which it expects to utilize to launch
aseptic filling for stem cell produced therapies and other biological
products.  The Company has operations in Vienna, Virginia, and Baltimore,
Maryland.

Certain statements contained herein relating to the anticipated closing of the
offering or product development, or that otherwise relate to future periods,
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are based on assumptions that may not prove accurate. Actual
results could differ materially from those anticipated due to certain risks
inherent in the biotechnology industry and for companies engaged in the
development of new products in a regulated market. These risks, including
those related to whether the offering will close when anticipated or at all,
the results of discovery research and preclinical testing; the timing or
results of pending and future clinical trials (including the design and
progress of clinical trials; safety and efficacy of the products being tested;
action, inaction or delay by the FDA, European or other regulators or their
advisory bodies; and analysis or interpretation by, or submission to, these
entities or others of scientific data); uncertainties regarding the status of
biotechnology patents; uncertainties as to the cost of protecting intellectual
property; changes in the status of the existing collaborative and licensing
relationships; the ability of collaborators, licensees and other third parties
to meet their obligations; market demand for products; scale up and marketing
capabilities; competition; international operations; share price volatility;
and CEL-SCI's financing needs and opportunities are described in more detail
in CEL-SCI's most recent annual report on Form 10-K/A and in other SEC
filings. Consider such risks carefully in considering CEL-SCI's prospects.

SOURCE  CEL-SCI Corporation

Gavin de Windt of CEL-SCI Corporation, +1-703-506-9460
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