CEL SCI CORP — Regulatory Filings 2020

Dec 9, 2020

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Issuer General Use Free Writing Prospectus

Filed pursuant to Rule 433

Registration Statement No.: 333-226558

Issuer Free Writing Prospectus dated December 8, 2020

Relating to Preliminary Prospectus Supplement dated December 8, 2020

TERM SHEET

CEL-SCI CORPORATION

Public Offering of Common Stock

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the accompanying prospectus, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

A preliminary prospectus supplement to the accompanying prospectus dated December 8, 2020 has been filed with the Securities and Exchange Commission (SEC) in the United States and contains important information relating to the securities described in this term sheet. The issuer has filed a registration statement (including the accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus, as supplemented by the preliminary prospectus supplement filed with the SEC, in that registration statement and other documents the issuer has and will file with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, as supplemented, if you request it, from 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.

| Issuer: | CEL-SCI
Corporation (the “ Company ”) |
| --- | --- |
| Number of Firm Shares: | 1,000,000
shares of common stock of the Company (each, a “ Share ”). |
| Public price per Share: | $14.65 |

| Option to purchase additional Shares: | The
Underwriters (as defined below) will have an option, exercisable,
in whole or in part, in the sole discretion of the Underwriters, at
any time prior to the day that is the 30th day following the date
of the Underwriting Agreement, to purchase up to an additional
150,000 Shares on the same terms and conditions as set forth
herein. |
| --- | --- |
| Form of Underwriting: | Firm
commitment underwriting public offering by way of a prospectus
supplement to the Company’s effective “shelf”
registration statement (File No. 333-226558) (the
“ Offering ”),
subject to a mutually acceptable underwriting agreement containing
the customary material adverse effect clauses. |
| Underwriter: | Kingswood
Capital Markets, division of Benchmark Investments, Inc. and Aegis
Capital Corp. is acting as the joint book-running managers for the
Offering (the “ Underwriters ”). |

| Jurisdictions: | No
action is being taken in any jurisdiction outside the United States
to permit a public offering of the Shares. None of the Shares in
this Offering will be offered or sold, directly or indirectly, nor
will any offering material or advertisements in connection with the
offer and sales of any of the Shares be distributed or published in
any jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of that
jurisdiction. |
| --- | --- |
| Underwriter’s Fees: | The
Company will pay the Underwriter a commission equal to 7.0% of the
gross proceeds of the Offering. The Company will reimburse the
Underwriter for certain expenses including $65,000 for actual fees
and expenses including legal fees, or $25,000 if the offering is
not consummated. |
| Use of Proceeds: | The net
proceeds of the Offering will be used to fund the continued
development of Multikine and LEAPS, for the expansion of the
Company’s manufacturing facility and for other general
corporate purposes. |
| Listing: | Our
common stock is listed on the NYSE American under the symbol
“CVM.” |
| Closing Date: | On or
about December 11, 2020 or such other date as the Company and the
Underwriter mutually agree. |

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