CEL SCI CORP
For the period ended Sep 30, 2025. Filed Dec 29, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Dec 29, 2025
CVM$1.45+5.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-09-30; filed 2025-01-13.
0001654954-25-000288
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-09-30; filed 2025-12-29.
0001654954-25-014303
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 38 previous paragraphs and 43 current paragraphs.
26 unchanged; 6 reworded; 9 added; 6 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Research and development expenses consist primarily of costs incurred for our research activities, including the development of our products, and include:
Current report
The following table summarizes our research and development expenses for the years ended September 30, 2025 and 2024:
Current report
During the year ended September 30, 2025, research and development expenses decreased by approximately $2.3 million, or 13%, compared to the year ended September 30, 2024. A major component of the decrease in research and development expenses over the prior period included an approximate $2.1 million decrease in employee stock compensation expense. The decrease in employee stock compensation expense is due to options issued in prior periods having a higher fair value because of the Company’s stock price and the forfeiture of stock options during fiscal year ended September 30, 2025 which resulted in the reversal of approximately $0.6 million in research and development expense. Additionally there was an approximate $0.5 million net decrease of other research and development expenses, offset by an increase of $0.3 million in costs incurred related to its clinical study activities.
Current report
General and Administrative Expenses
Current report
During the year ended September 30, 2025, general and administrative expenses increased by approximately $0.7 million, or 9%, compared to the year ended September 30, 2024. The major components of general and administrative expenses include an approximate increase of $0.7 million in public relations costs during the current year, and an approximate increase of $0.4 million in legal and accounting fees primarily due to out of scope work, offset by an approximate $0.3 million decrease of employee stock compensation expense due to options issued in the prior period having a higher fair value because of the Company’s stock price, and an approximate $0.1 million decrease in other general and administrative expenses.
Current report
Interest Expense, Net
Current report
The cost of the confirmatory registration study is estimated to be about $30 million. The Company will be required to raise additional capital or find additional long-term financing to continue with its research efforts. The ability to raise capital may be dependent upon market conditions that are outside the control of the Company. The ability of the Company to complete the necessary clinical trials and obtain FDA approval for the sale of products to be developed on a commercial basis is uncertain. Ultimately, the Company must complete the development of its products, obtain the appropriate regulatory approvals and obtain sufficient revenues to support its cost structure. However, there can be no assurance that the Company will be able to raise sufficient capital to support its operations. Due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern.
Current report
During the fiscal years ended September 30, 2025 and 2024, 733,834 and 189,335 pre-funded warrants were exercised, respectively.
Current report
Supplies are purchased for use in the Company’s manufacturing and R&D efforts. During the year ended September 30, 2025, the supplies decreased by approximately $1.0 million primarily due to supplies used in the manufacturing of the clinical lot in the third quarter of the current fiscal year.
Removed paragraphs (6)
Previous report
During the year ended September 30, 2024, research and development expenses decreased by approximately $4.3 million, or 19%, compared to the year ended September 30, 2023. Major components of this decrease include an approximately $1.6 million decrease in employee stock compensation expense and a decrease of approximately $3.3 million in costs related to its clinical study activities. These decreases were offset by an increase of approximately $0.6 million in other research and development costs.
Previous report
During the year ended September 30, 2024, general and administrative expenses decreased by approximately $0.8 million, or 9%, compared to the year ended September 30, 2023. This decrease is primarily due to a decrease in employee stock compensation expense of approximately $0.5 million and a decrease in other net general and administrative expenses of approximately $0.3 million.
Previous report
During the year ended September 30, 2024, 5,680,000 pre-funded warrants were exercised. During the year ended September 30, 2023, the following chart lists the warrants that were exercised and the proceeds received.
Previous report
Fiscal Year 2023
Previous report
During the year ended September 30, 2023, the Company’s cash decreased by approximately $18.5 million. The significant component of this decrease included cash used to fund the Company’s regular operations of approximately $22.8 million, which includes the approximate $2.3 million deposit made to the Company’s landlord as a result of falling below certain cash requirements per the San Tomas lease. Other components of this decrease include approximately $0.4 million used to make leasehold improvements and acquire research and development equipment, and approximately $1.6 million in payments on the Company’s finance leases. These decreases were offset by approximately $5.8 million and $0.5 million of cash received from issuance of common stock and exercise of warrants, respectively.
Previous report
Supplies are purchased for use in the Company’s manufacturing and R&D efforts. During the year ended September 30, 2024, the supplies increased by approximately $0.2 million in support of the work to validate and prepare the manufacturing facility to produce Multikine for the confirmatory registration study and before the Company’s Biologics License Application (BLA) can be submitted to the FDA.
Reworded paragraphs (6)
Previous wording
All of CEL-SCI’s projects are under development. As a result, CEL-SCI cannot predict when it will be able to generate any revenue from the sale of any of its products.
Current wording
All of CEL-SCI’s projects are under development. As a result, CEL-SCI cannot predict when it will be able to generate any revenue from the sale of any of its products. In August 2025, CEL-SCI filed a Breakthrough Medicine Designation application with the Saudi Food and Drug Authority (SFDA) for Multikine in the Kingdom of Saudi Arabia by one of the Kingdom’s premier pharmaceutical and healthcare companies, Dallah Pharma.
Previous wording
The Company incurred a net operating loss of approximately $26.4 million for the twelve months ended September 30, 2024. This net operating loss consists of significant non-cash expenses accounting for approximately 30% of the operating loss. The non-cash operating expenses include approximately $4.3 million in stock-based employee compensation and approximately $4.0 million in depreciation and amortization expense.
Current wording
The Company incurred a net operating loss of approximately $24.8 million for the twelve months ended September 30, 2025. This net operating loss consists of significant non-cash expenses accounting for approximately 27% of the operating loss. The non-cash operating expenses include approximately $2.7 million in stock-based compensation to employees and non-employees and approximately $3.9 million in depreciation and amortization expense.
Previous wording
Net interest expense decreased by approximately $0.1 million for the year ended September 30, 2024 compared to the year ended September 30, 2023. This decrease is primarily due to the Company earning approximately $0.2 million less in interest income and approximately $0.1 million less in interest expense from its finance leases during the year ended September 30, 2024 compared to the year ended September 30, 2023.
Current wording
Net interest expense decreased by approximately $0.1 million for the year ended September 30, 2025 compared to the year ended September 30, 2024. This decrease is primarily due to less interest paid on leases as higher principal balances have been paid over the last year.
Previous wording
CEL-SCI has relied primarily upon capital generated from the public and private offerings of its common stock and convertible notes. In addition, CEL-SCI has utilized short-term loans to meet its capital requirements. Capital raised by CEL-SCI has been used to acquire an exclusive worldwide license to use, and later purchase, certain patented and unpatented proprietary technology and know-how relating to the human immunological defense system and for clinical trials. Capital has also been used for patent applications, debt repayment, research and development, administrative costs, and for CEL-SCI’s laboratory and manufacturing facilities. CEL-SCI does not anticipate realizing significant revenues until it enters into licensing arrangements regarding its technology and know-how or until it receives regulatory approval to sell its products (which could take a number of years). As a result, CEL-SCI has been dependent primarily upon the proceeds from the sale of its securities to meet all of its liquidity and capital requirements and anticipates having to do so in the future. During fiscal year 2024 and 2023, CEL-SCI raised net proceeds of approximately $21.2 million and $6.3 million, respectively, through a combination of the sale of common stock and the exercise of warrants.
Current wording
CEL-SCI has relied primarily upon capital generated from the public and private offerings of its common stock. In addition, CEL-SCI has utilized short-term loans to meet its capital requirements. Capital raised by CEL-SCI has been used to acquire an exclusive worldwide license to use, and later purchase, certain patented and unpatented proprietary technology and know-how relating to the human immunological defense system and for clinical trials. Capital has also been used for patent applications, debt repayment, research and development, administrative costs, and for CEL-SCI’s laboratory and manufacturing facilities. CEL-SCI does not anticipate realizing significant revenues until it enters into licensing arrangements regarding its technology and know-how or until it receives regulatory approval to sell its products (which could take a number of years). As a result, CEL-SCI has been dependent primarily upon the proceeds from the sale of its securities to meet all of its liquidity and capital requirements and anticipates having to do so in the future. During fiscal years 2025 and 2024, CEL-SCI raised net proceeds of approximately $25.0 million and $21.2 million, respectively, through a combination of the sale of common stock and the exercise of warrants.
Previous wording
In August 2007, CEL-SCI leased a building near Baltimore, Maryland. The building, which consists of approximately 73,000 square feet, has been remodeled in accordance with CEL-SCI’s specifications so that it can be used by CEL-SCI to manufacture Multikine for CEL-SCI’s Phase III clinical trials and sales of the drug if approved by the FDA. The lease expires on October 31, 2028, and required annual base rent payments of approximately $2.6 million during the twelve months ended September 30, 2024. See Item 2 of this report for more information concerning the terms of this lease.
Current wording
In August 2007, CEL-SCI leased a building near Baltimore, Maryland. The building, which consists of approximately 73,000 square feet, has been remodeled in accordance with CEL-SCI’s specifications so that it can be used by CEL-SCI to manufacture Multikine for CEL-SCI’s Phase III clinical trials and sales of the drug if approved by the FDA. The lease expires on October 31, 2028, and required annual base rent payments of approximately $2.7 million during the twelve months ended September 30, 2025. See Item 2 of this report for more information concerning the terms of this lease.
Previous wording
Share-based Compensation–Compensation cost for all share-based awards is measured at fair value as of the grant date in accordance with the provisions of ASC 718,Compensation – Stock Compensation (“ASC 718”). The fair value of stock options is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires five input variables: the strike price of an option, the current stock price, the time to expiration, the risk-free rate and the volatility. The share-based compensation cost is recognized using the straight-line method as expense over the requisite service or vesting period.
Current wording
Share-based Compensation– Compensation cost for all share-based awards is measured at fair value as of the grant date in accordance with the provisions of ASC 718,Compensation – Stock Compensation (“ASC 718”). The fair value of stock options is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires six input variables: the strike price of an option, the current stock price, the time to expiration, the risk-free rate, the dividend yield and the volatility. The share-based compensation cost is recognized using the straight-line method as expense over the requisite service or vesting period.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Results of Operations and Financial Condition
Current report — wording carried from elsewhere
During the year ended September 30, 2025, the Company’s cash increased by approximately $6.2 million. The significant component of this increase included gross proceeds from the financings during the year ended September 30, 2025 of approximately $28.3 million offset by cash used to fund the Company’s regular operations of approximately $17.0 million, approximately $3.1 million in payments for costs to issue common stock and approximately $2.0 million in payments on the Company’s finance lease obligations.