CEL-SCI Secures $5.7 Million in At-the-Market Equity Offering to Advance Cancer Immunotherapy Program
CEL-SCI Corporation (NYSE American: CVM), a clinical-stage biotechnology company dedicated to developing cancer immunotherapy treatments, has successfully closed a best-efforts equity offering that generated approximately $5.7 million in gross proceeds. This capital raise, executed at-the-market under NYSE American regulations, is poised to fuel the continued advancement of the company’s flagship immunotherapy candidate, Multikine®, and support overall corporate operations.
Overview of the Offering
The offering involved the sale of 1,500,000 shares of CEL-SCI’s common stock, each priced at $3.82. The pricing was determined in accordance with NYSE American rules, allowing CEL-SCI to execute the transaction at-the-market without requiring a discounted valuation. The gross proceeds before deducting placement agent fees and other associated offering expenses totaled approximately $5.7 million.
This type of offering structure—commonly referred to as a “best-efforts” deal—enabled the company to issue shares without committing to a specific minimum amount, offering flexibility while still tapping into capital markets to meet pressing developmental needs. Notably, ThinkEquity served as the sole placement agent for the transaction.
Use of Proceeds: Supporting Multikine and Broader Business Needs
CEL-SCI indicated that the net proceeds from this offering will be directed toward three core areas:
- The continued clinical and regulatory development of Multikine® (Leukocyte Interleukin, Injection), the company’s immunotherapy candidate for the treatment of head and neck cancer;
- General corporate purposes, which may include expanding operations, strategic initiatives, or business development activities;
- Working capital requirements, ensuring the company maintains sufficient financial resources for daily operations during this critical stage of its growth.
The additional funding is timely, as CEL-SCI continues to push forward with regulatory and commercialization strategies for Multikine, which has already been evaluated in one of the largest Phase 3 studies ever conducted for head and neck cancer. The therapy is designed to be administered prior to traditional cancer treatments (such as surgery or radiation) with the aim of activating the immune system early to enhance long-term treatment outcomes.
Regulatory and Legal Framework of the Offering
The offering was made pursuant to an existing shelf registration statement on Form S-3 (File No. 333-265995) that CEL-SCI filed with the U.S. Securities and Exchange Commission (SEC) on July 1, 2022. This registration statement was declared effective on July 15, 2022, allowing CEL-SCI the legal authority to offer and sell securities over time through one or more offerings.
As per SEC guidelines, the offering was conducted through a written prospectus, which outlines the terms of the transaction in detail. A final prospectus supplement, along with the accompanying base prospectus, was filed with the SEC and is accessible through the Commission’s website at www.sec.gov. Prospective investors can also obtain printed copies by contacting ThinkEquity, the placement agent responsible for executing the transaction.
The company took care to note that this announcement does not constitute an offer to sell, nor does it represent a solicitation to buy these securities in any jurisdiction where such an activity would be considered unlawful prior to appropriate registration or qualification.
Multikine: A Closer Look
The net proceeds from the offering will largely be used to propel the clinical and regulatory development of Multikine, CEL-SCI’s investigational immunotherapy product designed to treat squamous cell carcinoma of the head and neck (SCCHN). Multikine is distinguished by its proposed use in a neoadjuvant setting—administered before standard-of-care treatments such as surgery or radiation.
Unlike traditional cancer therapies that are used reactively to manage tumors already resistant to immune detection, Multikine is designed to boost the immune system at the earliest stage of treatment. It comprises a mix of naturally occurring cytokines and is intended to orchestrate a broad immune response capable of reducing tumor burden and limiting disease progression.
CEL-SCI completed a pivotal Phase 3 clinical trial involving nearly 1,000 patients across more than 20 countries. The company previously announced that a subgroup of patients showed substantial survival benefit when Multikine was administered before any other treatment. CEL-SCI is currently pursuing regulatory pathways to gain approval for the therapy in targeted patient populations and is actively preparing submission materials to support those efforts.
Financial Strategy Amid Challenging Capital Markets
In the current capital environment—marked by cautious biotech investment, rising interest rates, and tighter access to equity markets—CEL-SCI’s ability to raise over $5 million reflects investor confidence in its late-stage pipeline and corporate vision.
The decision to conduct an at-the-market offering was likely a strategic move, enabling the company to price shares close to current market value without having to offer a significant discount. This approach can help protect existing shareholder value while still raising essential funds.
Additionally, the “best-efforts” nature of the offering gave CEL-SCI flexibility in determining how much capital to raise based on investor demand and market conditions, rather than committing to a larger offering that might have required deeper dilution or longer negotiation timelines.
ThinkEquity’s Role in the Transaction
ThinkEquity, a division of Fordham Financial Management, Inc., acted as the sole placement agent in this transaction. The firm is known for its specialized focus on emerging growth companies, particularly in sectors such as life sciences, healthcare, and technology.
As placement agent, ThinkEquity facilitated the offering by helping CEL-SCI identify suitable institutional and accredited investors, prepare offering materials, and execute the necessary steps to complete the transaction efficiently and in compliance with SEC regulations.
Legal Disclaimers and Forward-Looking Statements
CEL-SCI concluded its announcement with standard legal disclaimers clarifying that the press release does not serve as an offer to sell or a solicitation of an offer to buy securities. Such transactions are only conducted under duly registered and qualified securities offerings in accordance with applicable state and federal laws.
The company also emphasized that no securities would be offered or sold in any jurisdiction where such activity would be deemed unlawful prior to the necessary registration or exemption from registration.
As CEL-SCI continues its journey through the final stages of product development and toward potential regulatory approvals, this latest financing will help keep the company on track. With an increasingly supportive outlook for immunotherapy in oncology and renewed interest in targeted pre-treatment approaches, CEL-SCI’s Multikine platform may be entering a pivotal period of visibility and momentum.
Should the company succeed in securing regulatory approval for Multikine and confirming commercial partnerships or licensing opportunities, the $5.7 million equity injection announced today may be seen as a foundational step in CEL-SCI’s long-term value creation strategy.
