CEL SCI CORP
For the period ended Sep 30, 2025. Filed Dec 29, 2025.
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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$1.41+4.4%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
| 3(a) | Articles of Incorporation | Incorporated by reference to Exhibit 3(a) of CEL-SCI's combined Registration Statement on Form S-1 and Post-Effective Amendment ("Registration Statement"), Registration Nos. 2-85547-D and 33-7531. |
| 3(b) | Amended Articles | Incorporated by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531. |
| 3(c) | Amended Articles (Name change only) | Incorporated by reference to Exhibit 3(c) of CEL-SCI's Registration Statement on Form S-1 Registration Statement (No. 33-34878). |
| 3(d) | Bylaws (as amended) | Incorporated by reference to Exhibit 3(d) of CEL-SCI's Post-Effective Amendment No. 3 to Registration Statement on Form S-1 (No. 333-229295). |
| 4 | Shareholders Rights Agreement, as Amended | Incorporated by reference to Exhibit 4 filed with CEL-SCI’s 8-K report dated October 30, 2020. |
| 4(b) | Incentive Stock Option Plan | Incorporated by reference to Exhibit 4 (b) filed on October 7, 2016 with CEL-SCI’s registration statement on Form S¬8 (File number 333-214031). |
| 4(c) | Non-Qualified Stock Option Plan | Incorporated by reference to Exhibit 4 (b) filed on August 30, 2024 with CEL-SCI’s registration statement on Form S¬8 (File number 333-281884). |
| 4(d) | Stock Bonus Plan | Incorporated by reference to Exhibit 4 (c) filed on December 22, 2023 with CEL-SCI’s registration statement on Form S¬8 (File number 333-276238). |
| 4(e) | Stock Compensation Plan | Incorporated by reference to Exhibit 4 (e) filed on January 24, 2020 with CEL-SCI’s registration statement on Form S¬8 (File number 333-236063). |
| 4(f) | 2014 Incentive Stock Bonus Plan | Filed with Amendment No. 2 to CEL-SCI’s annual report on Form 10-K for the year ended September 30, 2014. |
| 10(l) | First Amendment to Development Supply and Distribution Agreement with Orient Europharma. | Incorporated by reference to Exhibit 10(m) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010. |
| 10(m) | Exclusive License and Distribution Agreement with Teva Pharmaceutical Industries Ltd. | Incorporated by reference to Exhibit 10(n) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010. |
| 10(n) | Lease Agreement | Incorporated by reference to Exhibit 10(o) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010. |
| 10(p) | Licensing Agreement with Byron Biopharma | Incorporated by reference to Exhibit 10(i) of CEL-SCI’s report on Form 8-K dated March 27, 2009 |
| 10(z) | Development, Supply and Distribution Agreement with Orient Europharma | Incorporated by reference to Exhibit 10(z) filed with CEL-SCI’s report on Form 10-K for the year ended September 30, 2003. |
| 10 (rr) | Assignment and Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and GCP Clinical Studies, Ltd. | Incorporated by reference to Exhibit 10(rr) of CEL-SCI’s report on Form 10-K/A report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (ss) | Service Agreement with GCP Clinical Studies, Ltd., together with Amendment 1 thereto* | Incorporated by reference to Exhibit 10(ss) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (tt) | Joinder Agreement with PLIVA Hrvatska d.o.o. | Incorporated by reference to Exhibit 10(tt) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (uu) | Master Service Agreement with Ergomed Clinical Research, Ltd., and Clinical Trial Orders thereunder | Incorporated by reference to Exhibit 10(uu) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (vv) | Co-Development and Revenue Sharing Agreement with Ergomed Clinical Research Ltd., dated April 19, 2013, as amended | Incorporated by reference to Exhibit 10(vv) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (ww) | Co-Development and Revenue Sharing Agreement II: Cervical Intraepithelial Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical Research Ltd., dated October 10, 2013, as amended | Incorporated by reference to Exhibit 10(ww) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (xx) | Co-Development and Revenue Sharing Agreement III: Anal warts and anal intraepithelial neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical Research Ltd., dated October 24, 2013 | Incorporated by reference to Exhibit 10(xx) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (yy) | Master Services Agreement with Aptiv Solutions, Inc. | Incorporated by reference to Exhibit 10(yy) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (zz) | Project Agreement Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and 2 thereto* | Incorporated by reference to Exhibit 10(zz) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (aaa) | Second Amendment to Development Supply and Distribution Agreement with Orient Europharma | Incorporated by reference to Exhibit 10(aaa) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015. |
| 10 (iii) | Amendment to Co-Development and Revenue Sharing Agreement with Ergomed Clinical Research, Ltd., dated September 15, 2015 | Incorporated by reference to Exhibit 10 (iii) filed with CEL-SCI’s 10-K report for the year ended September 30, 2015. |
| 10 (mmm) | Employment Agreement with Geert Kersten (2019-2023) | Incorporated by reference to Exhibit 10(10.7) of CEL-SCI’s report on Form 8-K dated August 31, 2019. |
| 10 (nnn) | Employment Agreement with Patricia Prichep (2019-2022) | Incorporated by reference to Exhibit 10(10.8) of CEL-SCI’s report on Form 8-K dated August 31, 2019. |
| 10 (ooo) | Employment Agreement with Eyal Taylor (2019-2022) | Incorporated by reference to Exhibit 10(10.9) of CEL-SCI’s report on Form 8-K dated August 31, 2019. |
| 10 (ppp) | Extension of Employment Agreement with Patricia Prichep (2023-2027) | Incorporated by reference to Exhibit 10(10.10) of CEL-SCI’s report on Form 8-K dated August 31, 2023. |
| 10 (qqq) | Extension of Employment Agreement with Eyal Talor (2023-2027) | Incorporated by reference to Exhibit 10(10.11) of CEL-SCI’s report on Form 8-K dated August 31, 2023. |
| 10 (rrr) | Extension of Employment Agreement with Geert Kersten (2023-2027) | Incorporated by reference to Exhibit 10.10 of CEL-SCI’s report on Form 8-K dated October 26, 2023. |
| 19 | Insider Trading Policies and Procedures | Incorporated by reference to Exhibit 19 of CEL-SCI’s 10-K report for the year ended September 30, 2024. |
| 23.1 | Consent of BDO USA, P.C. | |
| 31 | Rule 13a-14(a) Certifications | |
| 32 | Section 1350 Certifications | |
| 97 | Policy relating to Recovery of Erroneously Awarded Compensation | Incorporated by reference to Exhibit 97 of CEL-SCI’s 10-K report for the year ended September 30, 2023. |
| * | Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with asterisks (*) |
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Financial Statements for the Years
Ended September 30,2025 and 2024, and
TABLE OF CONTENTS
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 243) | F- 3 |
|---|---|
| FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2025 and 2024: | |
| Balance Sheets | F- 5 |
| Statements of Operations | F- 6 |
| Statements of Stockholders’ Equity | F- 7 |
| Statements of Cash Flows | F- 8 |
| Notes to Financial Statements | F- 10 |
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