Rule 424(b)(3)
File #333-151667
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 23, 2009)
CEL-SCI CORPORATION
Common Stock
By means of this prospectus CEL-SCI Corporation is offering to sell
12,500,000 shares of its common stock to investors at a price of $0.40 per
share. For each 100 shares purchased an investor will also receive 67 Series A
warrants. Each Series A warrant will entitle the holder to purchase one share of
CEL-SCI's common stock. The Series A warrants may be exercised at any time on or
after December 24, 2009 and on or prior to December 24, 2014 at a price of $0.50
per share.
CEL-SCI has agreed to pay Chardon Capital Markets, LLC, the placement
agent for this offering, a cash commission of $250,000.
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 7 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 NYSE AMEX under the symbol "CVM".
On June 23, 2009 the closing price of CEL-SCI's common stock was $0.45.
One-third of the market value of CEL-SCI's common stock owned by
non-affiliates, based upon the highest price of CEL-SCI's common stock during
the 60 days prior to the date of this prospectus, was approximately $25,000,000.
During the twelve months prior to the date of this prospectus CEL-SCI received
$750,000 from the sale of its securities offered by its current shelf
registration statement.
The date of this prospectus supplement is June 24, 2009.
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS SUPPLEMENT, AS WELL AS THE ACCOMPANYING PROSPECTUS DATED JUNE
23, 2009.
CEL-SCI
CEL-SCI Corporation (CEL-SCI) was formed as a Colorado corporation in
1983. CEL-SCI's principal office is located at 8229 Boone Boulevard, Suite 802,
Vienna, VA 22182. CEL-SCI's telephone number is 703-506-9460 and its web site is
www.cel-sci.com. CEL-SCI makes its electronic filings with the Securities and
Exchange Commission (SEC), including its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to these
reports available on its website free of charge as soon as practicable after
they are filed or furnished to the SEC.
CEL-SCI's business consists of the following:
1) Multikine cancer therapy;
2) New "cold fill" manufacturing service to the pharmaceutical industry;
and
3) LEAPS technology, with two products, CEL-1000 being tested for various
diseases and CEL-2000, a rheumatoid arthritis vaccine.
MULTIKINE
---------
CEL-SCI's lead product, Multikine(R), is being developed for the treatment
of cancer. It is the first of a new class of cancer immunotherapy drugs called
Immune SIMULATORs. It simulates the activities of a healthy person's immune
system, which battles cancer every day. Multikine is multi-targeted; it is the
only cancer immunotherapy that both kills cancer cells in a targeted fashion and
activates the general immune system to destroy the cancer. We believe Multikine
is the first immunotherapeutic agent being developed as a first-line standard of
care treatment for cancer and it is cleared for a global Phase III clinical
trial in advanced primary (previously untreated) head and neck cancer patients.
Multikine is a new type of immunotherapy in that it is a comprehensive
immunotherapy, incorporating both active and passive immune activity. A
comprehensive immunotherapy most closely resembles the workings of the natural
immune system in the sense that it works on multiple fronts in the battle
against cancer. A comprehensive immunotherapy causes a direct and targeted
killing of the tumor cells and activates the immune system to produce a more
robust and sustainable anti-tumor response.
Multikine is designed to target the tumor micro-metastases that are mostly
responsible for treatment failure. The basic concept is to add Multikine to the
current cancer treatments with the goal of making the overall cancer treatment
more successful. Phase II data indicated that Multikine treatment resulted in a
substantial increase in the survival of patients. The lead indication is
advanced primary (previously untreated) head & neck cancer (about 600,000 new
2
cases per annum). Since Multikine is not tumor specific, it may also be
applicable in many other solid tumors.
In January 2007, the US Food and Drug Administration (FDA) concurred with
the initiation of a global Phase III clinical trial in head and neck cancer
patients using Multikine. The Canadian regulatory agency, the Biologics and
Genetic Therapies Directorate, had previously concurred with the initiation of a
global Phase III clinical trial in head and neck cancer patients using
Multikine.
The protocol is designed to develop conclusive evidence of the efficacy of
Multikine in the treatment of advanced primary (previously untreated) squamous
cell carcinoma of the oral cavity (head and neck cancer). A successful outcome
from this trial should enable CEL-SCI to apply for a Biologics License to market
Multikine for the treatment of this patient population.
The trial will test the hypothesis that Multikine treatment administered
prior to the current standard therapy for head and neck cancer patients
(surgical resection of the tumor and involved lymph nodes followed by
radiotherapy or radiotherapy and concurrent chemotherapy) will extend the
overall survival, enhance the local/regional control of the disease and reduce
the rate of disease progression in patients with advanced oral squamous cell
carcinoma.
UNIQUE COLD FILL CONTRACT MANUFACTURING SERVICE TO BE OFFERED AT CEL-SCI'S NEW
MANUFACTURING FACILITY
In October 2008, CEL-SCI took over its new, state-of-the-art manufacturing
facility. This facility, leased from a third party, will be used to manufacture
Multikine for CEL-SCI's Phase III clinical trial. Located near Baltimore, MD, it
was designed over several years, and was built out to CEL-SCI's specifications
during the past 18 months. In addition to using this facility to manufacture
Multikine, CEL-SCI will offer the use of the facility as a service to
pharmaceutical companies and others, particularly those that need to "fill and
finish" their drugs in a cold environment (4 degrees Celsius, or approximately
39 degrees Fahrenheit). Fill and finish is the process of filling injectable
drugs in a sterile manner and is a key part of the manufacturing process for
many medicines.
The fastest area of growth in the biopharmaceutical and pharmaceutical
markets is biologics, and most recently stem cell products. Biologics are
usually very sensitive to heat and quickly lose their biological activity if
exposed to room or elevated temperature. However, these products do not
generally lose activity when kept at 4 degrees Celsius.
The FDA and other regulatory agencies require a drug developer to
demonstrate the safety, purity and potency of a drug being produced for use in
humans. When filling a product at 4 degrees Celsius, minimal to no biological
losses occur and therefore the potency of the drug is maintained throughout the
final critical step of the drug's manufacturing process. If the same temperature
sensitive drug is instead aseptically filled at room temperature, expensive and
time consuming validation studies must be conducted, first, to be able to obtain
a complete understanding of the product's potency loss during the room
3
temperature fill process, and second, to create solutions to the drug's potency
losses, which require further testing and validation.
CEL-SCI's unique, cold aseptic filling suite can be operated at
temperatures between 2 degrees Celsius and room temperatures, and at various
humidity levels. CEL-SCI's aseptic filling suites are maintained at FDA and EU
ISO classifications of 5/6. CEL-SCI also has the capability to formulate,
inspect, label and package biologic products at cold temperatures.
CEL-SCI does not know of any other facility in the United States which is
able to provide cold 4 degrees Celsius finish and fill services on a contract
basis.
L.E.A.P.S.
----------
CEL-SCI's patented T-cell Modulation Process uses "heteroconjugates" to
direct the body to choose a specific immune response. The heteroconjugate
technology, referred to as L.E.A.P.S. (Ligand Epitope Antigen Presentation
System), is intended to selectively stimulate the human immune system to more
effectively fight bacterial, viral and parasitic infections as well as
autoimmune, allergies, transplantation rejection and cancer, when it cannot do
so on its own. Administered like vaccines, L.E.A.P.S. combines T-cell binding
ligands with small, disease associated, peptide antigens and may provide a new
method to treat and prevent certain diseases.
The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.
Using the LEAPS technology, CEL-SCI discovered a peptide, named CEL-1000,
which is currently being tested in animals for the prevention/treatment of avian
flu, herpes simplex, malaria, viral encephalitis, smallpox, vaccinia and a
number of other indications.
With its LEAPS technology CEL-SCI also discovered a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.
General
-------
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.
4
All of CEL-SCI's products are in the development stage. As of June 24,
2009 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 $(125,500,000) at March 31, 2009 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:
12,500,000 shares of common stock are being offered to investors at a
price of $0.40 per share. For each 100 shares purchased, an investor will
receive 67 Series A warrants. Each Series A warrant will entitle the investor to
purchase one share of CEL-SCI's common stock. The Series A warrants may be
exercised at any time on or after December 24, 2009 and on or prior to December
24, 2014 at a price of $0.50 per share.
Common Stock Outstanding: As of June 23, 2009 CEL-SCI had 130,009,882
outstanding shares of common stock. 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
(exclusive of the shares and warrants which are sold
by means of this prospectus supplement), CEL-SCI
would have 193,559,412 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.
NYSE Amex trading
symbol: CVM
Use of Proceeds: The net proceeds from the sale of the
securities offered, after deducting the placement
agent's commission and the estimated expenses of
this offering, will be approximately $4,700,000 and
will be used for CEL-SCI's general and
administrative expenses.
5
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
Chardon Capital Markets, LLC the placement agent for this offering, has
agreed to place for sale, and CEL-SCI has agreed to grant to the placement
agent, the right to place for sale, shares of CEL-SCI's common stock, as well as
common stock purchase warrants, which together have a value of up to $5,000,000.
The placement agent may solicit purchases of some or all of the shares and
warrants directly from the public at the public offering price set forth on the
cover page of this prospectus supplement.
The placement agent will not acquire any shares or warrants for its own
account.
The placement agent will receive from CEL-SCI a cash commission of
$250,000.
The following table shows the fees that CEL-SCI has agreed to pay to the
placement agent in connection with this offering:
Per share $ 0.02
Total $250,000
The placement agent may, from time to time, engage in transactions with
and perform services for CEL-SCI in the ordinary course of its business.
It is expected that the closing of this offering will take place on June
29, 2009. CEL-SCI estimates that its portion of the total expenses of this
offering, exclusive of the Placement Agent's commission, will be approximately
$20,000.
6
DESCRIPTION OF SECURITIES
By means of this prospectus CEL-SCI Corporation is offering to sell
12,500,000 shares of its common stock to a private investor at a price of $0.40
per share. For each share purchased the investor will receive a Series A
warrant. Each Series A warrant will entitle the investor to purchase one share
of CEL-SCI's common stock.
Common Stock
------------
CEL-SCI is authorized to issue 300,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.
Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The board is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.
Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable and all of
the shares of common stock offered as a component of the Units will be, upon
issuance, fully paid and non-assessable.
Series A Warrants
-----------------
The Series A warrants allow the holder to purchase one share of CEL-SCI's
common stock for each share of CEL-SCI's common stock purchased by the
investors.
Initially, the Series A warrants will allow the note holders to purchase
up to 8,375,000 shares of CEL-SCI's common stock at a price of $0.50 per share
at any time on or after December 24, 2009 and on or prior to December 24, 2014.
The exercise price of the warrants, as well as the shares issuable upon
the exercise of the warrants, will also be proportionately adjusted in the event
of any stock splits.
In case CEL-SCI reorganizes its capital, reclassifies its capital stock,
consolidates or merges with or into another corporation (where CEL-SCI is not
the surviving corporation or where there is a change in or distribution with
respect to CEL-SCI's common stock), or sells, transfers or otherwise disposes of
all or substantially all its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
7
acquiring corporation, are to be received by or distributed to the holders of
CEL-SCI's common stock, then the holders of the Series A warrants will have the
right to receive, upon the exercise of the Series A warrants, the shares of
common stock or other securities of the successor or acquiring corporation or of
CEL-SCI, if it is the surviving corporation, as well as any other property
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets as if holders of the Series A warrants
had exercised their warrants immediately prior to such event. The foregoing also
applies in the event there is a tender offer for CEL-SCI's shares by either a
third person or CEL-SCI.
In certain cases, the holders of the Series A warrants (in the event of a
reclassification of CEL-SCI's common stock, or a consolidation, merger, sale of
assets, tender offer, or similar transaction), will have the right to sell their
Series A warrants to CEL-SCI, or any successor to CEL-SCI, at a price which is
equal to the value of the warrants as determined by the Black Scholes Option
Pricing Model.
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 100 F. Street, N.E., 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) Annual Report on Form 10-K for the fiscal year ended September 30,
2008.
(2) Proxy Statement relating to its March 3, 2008 shareholders' meeting.
(3) Report on Form 8-K filed on December 9, 2008.
8
(4) Report on Form 10-Q for the three months ended December 31, 2008.
(5) Report on Form 8-K filed on January 6, 2009.
(6) Report on Form 8-K filed on March 12, 2009.
(7) Report on Form 8-K filed on April 1, 2009.
(8) Report on Form 10-Q for the three months ended March 31, 2009.
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.
9