Rule 424(b)(3)
File #333-111357
PROSPECTUS SUPPLEMENT
(to Prospectus dated May 3, 2004)
CEL-SCI CORPORATION
Common Stock
By means of this prospectus, CEL-SCI Corporation is offering to sell
6,402,439 shares of its common stock to a private investor at a price of $0.82
per share. CEL-SCI has agreed to pay Wachovia Capital Markets, LLC, the
placement agent for this offering, a cash commission equal to 6% of the total
amount raised in this offering. CEL-SCI has also agreed to issue warrants which
will allow the Placement Agent to purchase shares of CEL-SCI's common stock. See
"Plan of Distribution" for additional information concerning these warrants.
The securities offered by this prospectus are speculative and involve a
high degree of risk and should be purchased only by persons who can afford to
lose their entire investment. For a description of certain important factors
that should be considered by prospective investors, see "Risk Factors" beginning
on page 5 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
CEL-SCI's common stock is traded on the American Stock Exchange under the
symbol "CVM". On May 3, 2004 the closing price of CEL-SCI's Common on the
American Stock Exchange was $1.08.
The date of this prospectus supplement is May 4, 2004
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS.
CEL-SCI
CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of certain drugs and vaccines.
MULTIKINE(R), CEL-SCI's first and main product, uses CEL-SCI's proprietary cell
culture technologies. CEL-SCI is testing MULTIKINE to determine if it is
effective in creating an anti-cancer immune response in head and neck cancer
patients, and in HIV-infected women with Human Papilloma Virus induced cervical
dysplasia, the precursor stage before the development of cervical cancer.
CEL-SCI believes that MULTIKINE has been shown to induce both an anti-cancer
immune response and to significantly increase the susceptibility of tumor cells
to radiation therapy.
LEAPS, another technology of CEL-SCI, is being tested by CEL-SCI to
determine if it is effective in developing potential treatments and/or vaccines
against various diseases. Present target diseases are herpes simplex, malaria
and autoimmune myocarditis.
Using the LEAPS technology, CEL-SCI discovered a peptide, named CEL-1000,
which is currently being tested in animals for the prevention/treatment of
herpes simplex, malaria, viral encephalitis, smallpox, vaccinia and a number of
other indications. CEL-1000 is also being tested as a bio-terrorism agent by the
National Institute of Allergy and Infectious Diseases and by the U.S. Army
Research Institute of Infectious Diseases.
Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process for marketing approval and a possible fourth phase
of post-approval studies. The initial clinical evaluation, Phase I, consists of
administering the product and testing for safe and tolerable dosage levels.
Phase II trials continue the evaluation of safety and determine the appropriate
dosage for the product, identify possible side effects and risks in a larger
group of subjects, and provide preliminary indications of efficacy. Phase III
trials consist of testing for actual clinical efficacy within an expanded group
of patients at geographically dispersed test sites. Phase IV clinical trials are
performed if the FDA requires or a company wishes to pursue them. Phase IV
studies generally confirm the effectiveness or safety information about the
product.
CEL-SCI has completed Phase II clinical trials with MULTIKINE and believes
that it has compiled sufficient data and clinical information to justify one or
more Phase III clinical trial for head and neck cancer. CEL-SCI plans to meet
with FDA in 2004 to discuss such trials. Depending on the FDA's review of
CEL-SCI's data, the FDA may require additional Phase II trials or may concur
with CEL-SCI's plans to begin a Phase III clinical trial. CEL-SCI's LEAPS
technology is in the pre-clinical stage.
CEL-SCI has funded the costs associated with the clinical trials relating
to CEL-SCI's technologies, research expenditures and CEL-SCI's administrative
expenses with the public and private sales of CEL-SCI's securities and
borrowings from third parties, including affiliates of CEL-SCI.
All of CEL-SCI's products are in the development stage. As of May 3, 2004
CEL-SCI was not receiving any revenues from the sale of MULTIKINE or any other
products which CEL-SCI was developing.
CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(87,700,000) at December 31, 2003 and
expects to incur substantial losses for the foreseeable future.
CEL-SCI's executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.
THE OFFERING
Securities Offered:
6,402,439 shares of common stock are being offered to a private investor
at a price of $0.82 per share.
Common Stock Outstanding: As of May 3, 2004 CEL-SCI had
65,533,742 shares of common stock issued and
outstanding. The number of outstanding shares does not
give effect to shares which may be issued upon the
exercise and/or conversion of options, warrants or
other convertible securities. If all outstanding
warrants and convertible securities were exercised and
converted, CEL-SCI would have 80,401,869 outstanding
shares of common stock.
Risk Factors: The purchase of the securities offered by
this prospectus involves a high degree of risk. Risk
factors include the lack of revenues and history of
loss, need for additional capital and need for FDA
approval. See the "Risk Factors" section of the
accompanying prospectus.
AMEX Symbol: CVM
Use of Proceeds: The net proceeds from the sale of the
shares offered, after deducting estimated expenses of
this offering, will be approximately $4,800,000 and
will be used for CEL-SCI's general and administrative
expenses, research and clinical trials.
Forward Looking Statements
This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.
PLAN OF DISTRIBUTION
Wachovia Capital Markets, LLC, the placement agent, has agreed, subject to
the terms and conditions of a placement agent agreement, to place for sale, and
CEL-SCI has agreed to grant to the placement agent, the exclusive right to place
for sale, up to 7,000,000 shares of CEL-SCI's common stock.
The placement agent agreement provides that the obligations of the
placement agent to place for sale the shares included in this offering are
subject to approval of legal matters by counsel and to other conditions. The
placement agent is obligated to use its commercially reasonable efforts to
solicit offers to purchase the shares from CEL-SCI.
The placement agent may solicit purchases of some or all of the shares
directly from the public or from dealers at the public offering price set forth
on the cover page of this prospectus supplement or at the public offering price
less a concession. Under the placement agent agreement, CEL-SCI has the sole
right to accept offers to purchase the shares and may reject any such offer, in
whole or in part.
The placement agent will not acquire shares for its own account.
In accordance with the terms of the placement agent agreement CEL-SCI sold
6,402,439 shares of its common stock to a private investor for $5,250,000 or
$0.82 per share.
Pursuant to the placement agent agreement, the placement agent will
receive from CEL-SCI a cash commission equal to 6% of the gross offering price
for the shares sold. CEL-SCI will also pay certain legal fees and other expenses
incurred by the placement agent which are estimated to be $75,000.
The following table shows the fees that CEL-SCI has agreed to pay to the
placement agent in connection with this offering.
Per share $0.049
Total $315,000
In addition the placement agent will receive warrants to purchase 76,642
shares of CEL-SCI's common stock at a price of $1.37 per share at any time prior
to May 4, 2009.
The placement agent warrants are considered underwriting compensation and
will be restricted from sale, transfer, assignment, or hypothecation for a
period of 180 days from May 4, 2004, except to officers or partners (but not
directors) of the placement agent.
The total compensation to be received by the placement agent in this
offering will be 6.045%, consisting of the placement agent fee of 6% and the
value of the placement agent warrants (0.045%) as determined by the regulations
of the NASD.
CEL-SCI has granted to the placement agent the right to act as lead
book-running underwriter, initial purchaser or placement agent for certain
future financing transactions of CEL-SCI for a period of one year following the
closing of this offering.
The placement agent may, from time to time, engage in transactions with
and perform services for CEL-SCI in the ordinary course of their business.
A prospectus in electronic format may be made available on the website
maintained by the placement agent. In addition, shares may be placed by the
placement agent with securities dealers who resell shares to online brokerage
account holders.
CEL-SCI has agreed to indemnify the placement agent against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the placement agent may be required to make because
of any of those liabilities.
It is expected that the closing of this offering will take place on May 4,
2004. CEL-SCI estimates that its portion of the total expenses of this offering
will be approximately $150,000.
ADDITIONAL INFORMATION
CEL-SCI is subject to the requirements of the Securities Exchange Act of
l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.
CEL-SCI will provide, without charge, to each person to whom a copy of
this prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference below (other than exhibits to these documents, unless
the exhibits are specifically incorporated by reference into this prospectus).
Requests should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The following documents filed with the Commission by CEL-SCI (Commission
File No. 0-11503) are incorporated by reference into this prospectus:
(1) CEL-SCI's Annual Report on Form 10-K for the fiscal year ended September 30,
2003.
(2) CEL-SCI's Annual Report on Form 10-K/A for the fiscal year ended September
30, 2003.
(3) CEL-SCI's Proxy Statement relating to its May 6, 2004 shareholders' meeting.
(4) CEL-SCI's report on Form 8-K filed on December 3, 2003.
(5) CEL-SCI's report on Form 10-Q for the three months ended December 31, 2003.
All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
No dealer salesman or other person has been authorized to give any information
or to make any representations, other than those contained in this prospectus.
Any information or representation not contained in this prospectus must not be
relied upon as having been authorized by CEL-SCI. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.