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CEL SCI CORP

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

CVM$1.45+5.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-17.

0001654954-26-001319

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001654954-26-005005

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 67 previous paragraphs and 71 current paragraphs.

57 unchanged; 10 reworded; 1 added; 0 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 10 previous and 11 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 (1)

Current report

During the six months ended March 31, 2026, general and administrative expenses decreased by approximately $1.6 million, or 33%, compared to the six months ended March 31, 2025. This decrease is primarily due to a $1.1 million decrease in costs related to public relations, a $0.3 million decrease in employee stock compensation, and a $0.2 million decrease in other general and administrative expenses.
Reworded paragraphs (10)

Previous wording

In March 2025, CEL-SCI published a comprehensive presentation of results from the Phase 3 trial in the peer reviewed journal Pathology and Oncology Research (POR). The article is titled “Neoadjuvant Leukocyte Interleukin Injection Immunotherapy Improves Overall Survival in Low-risk Locally Advanced Head and Neck Squamous Cell Carcinoma -The IT-MATTERS Study” and included new data on quality of life, in addition to improved overall survival (OS) in the Multikine-treated low-risk with a 46.5 months median OS advantage over low-risk control (treated with standard of care only, SOC).

Current wording

In March 2025, CEL-SCI published a comprehensive presentation of results from the Phase 3 trial in the peer reviewed journal Pathology and Oncology Research (POR). The article is titled “Neoadjuvant Leukocyte Interleukin Injection Immunotherapy Improves Overall Survival in Low-risk Locally Advanced Head and Neck Squamous Cell Carcinoma -The IT-MATTERS Study” and included new data on quality of life, in addition to improved overall survival (OS) in the Multikine-treated low-risk patients with a 46.5 months median OS advantage over low-risk control (treated with standard of care only, SOC).

Previous wording

CEL-SCI’s physician consultants tell CEL-SCI that the early separation of these two survival curves (e.g., at 12 months) adds validation to the potential positive effects of Multikine.

Current wording

CEL-SCI’s physician consultants have informed CEL-SCI that the early separation of these two survival curves (e.g., at 12 months) adds validation to the potential positive effects of Multikine.

Previous wording

During the three months ended December 31, 2024, 48,333 pre-funded warrants were exercised. No warrants were exercised during the three months ended December 31, 2025.

Current wording

During the six months ended March 31, 2025, 247,583 pre-funded warrants were exercised. No warrants were exercised during the six months ended March 31, 2026.

Previous wording

During the three months ended December 31, 2025, the Company’s cash decreased by approximately $4.7 million. The significant components of this decrease included cash used to fund the Company’s regular operations of approximately $4.0 million, approximately $0.5 million in payments on the Company’s finance lease obligations, and approximately $0.2 million in stock issuance costs.

Current wording

During the six months ended March 31, 2026, the Company’s cash decreased by approximately $9.1 million. The significant components of this decrease included cash used to fund the Company’s regular operations of approximately $8.0 million and approximately $1.1 million in payments on the Company’s finance lease obligations.

Previous wording

During the three months ended December 31, 2024, the Company’s cash decreased by approximately $0.1 million. Significant components of this decrease included net proceeds from the December 2024 financing of $4.5 million offset by cash used to fund the Company’s regular operations of approximately $4.1 million and approximately $0.5 million in payments on the Company’s finance lease obligations.

Current wording

During the six months ended March 31, 2025, the Company’s cash decreased by approximately $2.8 million. Significant components of this decrease included net proceeds from the December 2024 and March 2025 financing of $6.7 million offset by cash used to fund the Company’s regular operations of approximately $8.5 million and approximately $1.0 million in payments on the Company’s finance lease obligations.

Previous wording

The Company incurred a net operating loss of approximately $5.4 million for the three months ended December 31, 2025. This net operating loss consists of significant non-cash expenses including approximately $0.5 million in share-based compensation to employees and non-employees, and approximately $1.0 million in depreciation and amortization expense.

Current wording

The Company incurred a net operating loss of approximately $10.7 million for the six months ended March 31, 2026. This net operating loss consists of significant non-cash expenses including approximately $1.0 million in share-based compensation to employees and non-employees, and approximately $1.9 million in depreciation and amortization expense.

Previous wording

During the three months ended December 31, 2025, the research and development expenses decreased by approximately $0.8 million, or 17%, compared to the three months ended December 31, 2024. This decrease is primarily due to a $0.4 million decrease in clinical studies costs as a result of preparing the confirmatory study for enrollment in the prior period, $0.3 million decrease in costs incurred for supplies and materials used and a decrease of $0.1 million of employee stock compensation expense compared to the prior period.

Current wording

During the six months ended March 31, 2026, the research and development expenses decreased by approximately $1.0 million, or 12%, compared to the six months ended March 31, 2025. This decrease is primarily due to a $0.4 million decrease in clinical studies costs as a result of preparing the confirmatory study for enrollment in the prior period, $0.4 million decrease in costs incurred for supplies and materials used and a decrease of $0.2 million of employee stock compensation expense compared to the prior period.

Previous wording

CEL-SCI’s Phase III clinical trial began in December 2010 after the completion and validation of CEL-SCI’s dedicated manufacturing facility. The Phase III clinical trial was fully enrolled in September 2016, reached its primary endpoint in April 2020 and achieved database lock in December 2020. The data was unblinded in June 2021, the primary endpoint results were announced in June 2021, additional data was presented at ASCO 2022, ESMO 2022, ECHNO 2023, ESTRO 2023, ESMO 2023, IDDST 2024 and ESMO 2024. Data was then published in a comprehensive article in POR 2025. As part of CEL-SCI’s global regulatory approval strategy, CEL-SCI concurrently plans to conduct a Phase 3 confirmatory registration study to support a filing for marketing authorization in the United States and pursue filings for marketing authorization in Canada, United Kingdom and Europe. In August 2025, a Multikine Breakthrough Medicine Designation application was filed with the Saudi Food and Drug Authority (SFDA) in the Kingdom of Saudi Arabia by one of the Kingdom’s premier pharmaceutical and healthcare companies.

Current wording

CEL-SCI’s Phase III clinical trial began in December 2010 after the completion and validation of CEL-SCI’s dedicated manufacturing facility. The Phase III clinical trial was fully enrolled in September 2016, reached its primary endpoint in April 2020 and achieved database lock in December 2020. The data was unblinded in June 2021, the primary endpoint results were announced in June 2021, additional data was presented at ASCO 2022, ESMO 2022, ECHNO 2023, ESTRO 2023, ESMO 2023, IDDST 2024 and ESMO 2024. Data was then published in a comprehensive article in POR 2025. As part of CEL-SCI’s global regulatory approval strategy, CEL-SCI concurrently plans to conduct a Phase 3 confirmatory registration study to support a filing for marketing authorization in the United States and pursue filings for marketing authorization in Canada, United Kingdom and Europe. 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.

Previous wording

During the three months ended December 31, 2025, general and administrative expenses decreased by approximately $0.8 million, or 31%, compared to the three months ended December 31, 2024. This decrease is primarily due to a $0.1 million decrease in employee stock compensation, $0.6 million decrease in costs related to public relations, and $0.1 million decrease in accounting and legal fees for various registration statements in the prior period.

Current wording

During the three months ended March 31, 2026, general and administrative expenses decreased by approximately $0.8 million, or 34%, compared to the three months ended March 31, 2025. This decrease is primarily due to a $0.6 million decrease in costs related to public relations, a $0.1 million decrease in employee stock compensation, and a $0.1 million decrease in other general and administrative expenses.

Previous wording

During the three months ended December 31, 2025, net interest expense decreased by approximately $0.1 million, or 47%, compared to the three months ended December 31, 2024. This decrease is primarily due to less interest paid on leases as higher principal balances have been paid over the last period and higher interest and dividend income received in the current period.

Current wording

During the three months ended March 31, 2026, net interest expense decreased by approximately $0.1 million, or 34%, compared to the three months ended March 31, 2025. This decrease is primarily due to less interest paid on leases as higher principal balances have been paid over the last period and higher interest and dividend income received in the current period.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The following table summarizes our research and development expenses for the six months ended March 31, 2026 and 2025:

Current report — wording carried from elsewhere

During the three months ended March 31, 2026, the research and development expenses decreased by approximately $0.3 million, or 6%, compared to the three months ended March 31, 2025. This decrease is primarily due to a $0.2 million decrease in costs incurred for supplies and materials used and a $0.1 million decrease in employee stock compensation expense compared to the prior period.

Current report — wording carried from elsewhere

During the six months ended March 31, 2026, net interest expense decreased by approximately $0.1 million, or 42%, compared to the six months ended March 31, 2025. This decrease is primarily due to less interest paid on leases as higher principal balances have been paid over the last period and higher interest and dividend income received in the current period.