CEL SCI CORP

Evaluation of Disclosure Controls and Procedures

CEL-SCI has carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer (“CEO”) and the Chief Financial and Operations Officer (“CFO/COO”), of the effectiveness of the design and operation of CEL-SCI’s disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in CEL-SCI’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, CEL-SCI’s management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. CEL-SCI’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching CEL-SCI’s desired disclosure controls objectives. Based on this evaluation, CEL-SCI’s CEO and CFO/COO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025 as a result of material weaknesses in CEL-SCI’s internal control over financial reporting as described below.

Management’s Report on Internal Control over Financial Reporting

CEL-SCI’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its CEO and CFO/COO, CEL-SCI conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) published by the COSO. CEL-SCI’s CEO and CFO/COO concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2025 as a result of material weaknesses in CEL-SCI’s internal control over financial reporting as described below.

CEL-SCI identified certain control deficiencies in the design and implementation of its internal control over financial reporting that constituted material weaknesses. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of CEL-SCI’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, CEL-SCI did not design and or implement an effective control environment or control activities as further detailed below:

Control Environment, Risk Assessment, Information and Communication, and Monitoring – CEL-SCI did not have appropriately designed controls impacting the (1) control environment, (2) risk assessment procedures, (3) identification of control activities, and (4) monitoring activities to prevent or detect material misstatements to the financial statements and assess whether the components of internal control were present and functioning. CEL-SCI did not develop and perform sufficient ongoing evaluations to ascertain whether the components of internal control were present and functioning. These deficiencies were attributed to not developing and performing sufficient ongoing evaluations to ascertain whether the components of internal control were present and functioning.

Control Activities and Information and Communication – Management has determined that CEL-SCI did not have adequate selection and development of effective control activities resulting in the following material weaknesses:

Remediation of the Material Weaknesses in Internal Control over Financial Reporting

In response to the material weaknesses identified, management designed a remediation plan which was approved by the Audit Committee and Board of Directors. Management has made progress to remediate the control deficiencies contributing to the material weaknesses, as described below:

Management is committed to the remediation of the material weaknesses described above, as well as the continued improvement of CEL-SCI’s internal control over financial reporting. The actions that CEL-SCI is taking are subject to ongoing senior management review, as well as oversight of the audit committee of its board of directors. CEL-SCI may also conclude that additional measures may be required to remediate the material weaknesses. CEL-SCI will not be able to conclude that CEL-SCI has remediated a material weakness until the applicable controls operate for a sufficient period of time and management has concluded, through formal testing, that these controls are operating effectively. CEL-SCI will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.

Changes in Internal Control over Financial Reporting

CEL-SCI changed certain control activities over financial reporting in order to remediate certain material weaknesses that existed as of September 30, 2025. CEL-SCI is in the process of implementing the following changes: (i) evaluating and implementing enhanced process controls around the logical access to information technology systems and (ii) enhancing the operating effectiveness of management review controls.

Other than as described above, there have been no other changes in CEL-SCI’s internal control over financial reporting occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, CEL-SCI’s internal control over financial reporting.