cvm_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________.

Commission File Number 001-11889

CEL-SCI CORPORATION

Colorado		84-0916344
State or other jurisdiction incorporation		(IRS) Employer Identification Number

8229 Boone Boulevard, Suite 802

Vienna, Virginia 22182

Address of principal executive offices

(703) 506-9460

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		CVM		NYSE American

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) had been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class of Stock		No. Shares Outstanding		Date
Common		43,028,150		August 9, 2021

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1.		Page

	Condensed Balance Sheets at June 30, 2021 (unaudited) and September 30, 2020	3

	Condensed Statements of Operations for the nine months ended June 30, 2021 and 2020 (unaudited)	4

	Condensed Statements of Operations for the three months ended June 30, 2021 and 2020 (unaudited)	5

	Condensed Statements of Stockholders’ Equity for the nine months ended June 30, 2021 and 2020 (unaudited)	6

	Condensed Statements of Cash Flows for the nine months ended June 30, 2021 and 2020 (unaudited)	8

	Notes to Condensed Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	28

Item 4.	Controls and Procedures	28

PART II

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 6.	Exhibits	29

	Signatures	30

Table of Contents

CEL-SCI CORPORATION
CONDENSED BALANCE SHEETS

	JUNE 30,			SEPTEMBER 30,
ASSETS	2021			2020
	(UNAUDITED)
Current Assets:
Cash and cash equivalents	$	35,957,715		$	15,508,909
U.S. Treasury Bills		11,152,245			-
Receivables		54,922			54,922
Prepaid expenses		978,575			1,313,432
Supplies used for R&D and manufacturing		1,579,245			820,052
Deposits - current portion		8,712			-

Total current assets		49,731,414			17,697,315

Finance lease right of use assets		13,125,302			13,811,849
Operating lease right of use assets		1,046,648			1,198,958
Property and equipment, net		13,548,079			5,843,993
Patent costs, net		279,366			313,422
Deposits		1,910,917			1,670,917

Total Assets	$	79,641,726		$	40,536,454

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	2,144,455		$	2,023,067
Accrued expenses		868,443			510,515
Due to employees		532,620			448,022
Derivative instruments, current portion		918,704			213,787
Lease liabilities, current portion		692,478			1,070,123

Total current liabilities		5,156,700			4,265,514

Derivative instruments, net of current portion		-			3,551,826
Finance lease liabilities, net of current portion		13,603,297			11,753,100
Operating lease liabilities, net of current portion		962,985			1,114,340
Other liabilities		125,000			125,000

Total liabilities		19,847,982			20,809,780

Commitments and Contingencies

STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value-200,000 shares authorized;
-0- shares issued and outstanding		-			-
Common stock, $.01 par value - 600,000,000 shares authorized;
42,963,391 and 38,730,150 shares issued and outstanding
at June 30, 2021 and September 30, 2020, respectively		429,634			387,302
Additional paid-in capital		469,355,665			401,174,675
Accumulated deficit		(409,991,555	)		(381,835,303	)

Total stockholders’ equity		59,793,744			19,726,674

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	79,641,726		$	40,536,454

See notes to condensed financial statements.

Table of Contents

CEL-SCI CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 2021 and 2020
(UNAUDITED)

	2021			2020

Grant income	$	-		$	530,106

Operating Expenses:
Research and development		17,818,373			12,680,430
General and administrative		9,902,120			8,389,821
Total operating expenses		27,720,493			21,070,251

Operating loss		(27,720,493	)		(20,540,145	)

Other (expense) income		(8,213	)		38,741
Loss on derivative instruments		(991,562	)		(3,565,347	)
Warrant inducement expense		-			(805,753	)
Other non-operating gains		1,436,473			774,245
Interest expense, net		(872,457	)		(777,898	)

Net loss		(28,156,252	)		(24,876,157	)
Modification of warrants		(350,861	)		(21,734	)

Net loss available to common shareholders	$	(28,507,113	)	$	(24,897,891	)

Net loss per common share - basic	$	(0.71	)	$	(0.69	)
Weighted average common shares outstanding - basic		39,907,624			36,230,092

Net loss per common share - diluted	$	(0.74	)	$	(0.69	)
Weighted average common shares outstanding - diluted		40,158,321			36,230,092

See notes to condensed financial statements.

Table of Contents

CEL-SCI CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2021 and 2020
(UNAUDITED)

	2021			2020

Grant income	$	-		$	195,874

Operating Expenses:
Research and development		7,182,099			3,969,070
General and administrative		3,274,480			3,192,403
Total operating expenses		10,456,579			7,161,473

Operating loss		(10,456,579	)		(6,965,599	)

Other (expense) income		(8,213	)		1,845
Gain (loss) on derivative instruments		1,116,619			(1,282,829	)
Warrant inducement expense		-			(805,753	)
Other non-operating gains (losses)		761,237			(950,935	)
Interest expense, net		(351,332	)		(273,708	)

Net loss		(8,938,268	)		(10,276,979	)
Modification of warrants		(265,082	)		-

Net loss available to common shareholders	$	(9,203,350	)	$	(10,276,979	)


Net loss per common share - basic	$	(0.22	)	$	(0.27	)
Weighted average common shares outstanding - basic		41,020,485			37,453,539

Net loss per common share - diluted	$	(0.25	)	$	(0.27	)
Weighted average common shares outstanding - diluted		41,231,082			37,453,539

See notes to condensed financial statements.

Table of Contents

CEL-SCI CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)

							Additional
	Common			Stock			Paid-In			Accumulated
	Shares			Amount			Capital			Deficit			Total

BALANCES AT OCTOBER 1, 2020		38,730,150		$	387,302		$	401,174,675		$	(381,835,303	)	$	19,726,674

Proceeds from the sale of common stock		1,000,000			10,000			13,549,500			-			13,559,500
Warrant exercises		15,000			150			89,100			-			89,250
Equity based compensation - employees		(2,000	)		(20	)		3,296,329			-			3,296,309
401(k) contributions paid in common stock		3,564			36			41,635			-			41,671
Stock and options issued to nonemployees for service		15,044			150			152,300			-			152,450
Option exercises		5,300			53			23,458			-			23,511
Modification of warrants		-			-			192			-			192
Share issuance costs		-			-			(117,021	)		-			(117,021	)
Net loss		-			-			-			(7,936,864	)		(7,936,864	)

BALANCES AT DECEMBER 31, 2020		39,767,058			397,671			418,210,168			(389,772,167	)		28,835,672

Warrant exercises		991,239			9,912			7,928,929			-			7,938,841
Equity based compensation - employees		-			-			3,282,742			-			3,282,742
401(k) contributions paid in common stock		3,347			33			51,387			-			51,420
Stock and options issued to nonemployees for service		13,486			135			379,142			-			379,277
Option exercises		48,845			489			138,299			-			138,788
Share issuance costs		-			-			(13,828	)		-			(13,828	)
Net loss		-			-			-			(11,281,120	)		(11,281,120	)

BALANCES AT MARCH 31, 2021		40,823,975			408,240			429,976,839			(401,053,287	)		29,331,792

Proceeds from the sale of common stock		1,610,000			16,100			33,787,826			-			33,803,926
Warrant exercises		437,312			4,373			1,375,117			-			1,379,490
Equity based compensation - employees		-			-			3,511,359			-			3,511,359
401(k) contributions paid in common stock		6,111			61			53,144			-			53,205
Stock and options issued to nonemployees for service		13,184			132			266,936			-			267,068
Option exercises		72,809			728			463,434			-			464,162
Modification of warrants		-			-			24,195			-			24,195
Share issuance costs		-			-			(103,185	)		-			(103,185	)
Net loss		-			-			-			(8,938,268	)		(8,938,268	)

BALANCES AT JUNE 30, 2021		42,963,391		$	429,634		$	469,355,665		$	(409,991,555	)	$	59,793,744

Table of Contents

CEL-SCI CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY continued
(UNAUDITED)

					Additional
	Common		Stock		Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total

BALANCES AT OCTOBER 1, 2019		35,231,776	$	352,318	$	358,507,603		$	(353,726,254	)	$	5,133,667

Adoption of new accounting standard									2,146,195			2,146,195
Issuance of common stock		606,395		6,064		5,043,939			-			5,050,003
Warrant exercises		132,900		1,329		295,772			-			297,101
Equity based compensation - employees		-		-		1,800,225			-			1,800,225
401(k) contributions paid in common stock		4,474		45		40,892			-			40,937
Stock issued to nonemployees for service		15,819		158		84,289			-			84,447
Purchase of stock by officer		3,725		37		24,963			-			25,000
Share issuance costs		-		-		(92,150	)		-			(92,150	)
Net loss		-		-		-			(5,531,360	)		(5,531,360	)

BALANCES AT DECEMBER 31, 2019		35,995,089		359,951		365,705,533			(357,111,419	)		8,954,065

Proceeds from the sale of common stock		721,459		7,215		7,860,414			-			7,867,629
Warrant exercises		562,100		5,621		4,313,085			-			4,318,706
Equity based compensation - employees		-		-		1,780,979			-			1,780,979
401(k) contributions paid in common stock		3,376		34		38,925			-			38,959
Stock issued to nonemployees for service		17,120		171		234,853			-			235,024
Purchase of stock by officers and directors		16,787		168		159,822			-			159,990
Option exercises		20,480		205		49,693			-			49,898
Share issuance costs		-		-		(199,372	)		-			(199,372	)
Net loss		-		-		-			(9,067,818	)		(9,067,818	)

BALANCES AT MARCH 31, 2020		37,336,411		373,365		379,943,932			(366,179,237	)		14,138,060

Proceeds from the sale of common stock		94,575		946		1,073,861			-			1,074,807
Warrant exercises		849,845		8,498		10,147,777			-			10,156,275
Equity based compensation - employees		-		-		3,109,127			-			3,109,127
401(k) contributions paid in common stock		2,875		29		42,866			-			42,895
Stock issued to nonemployees for service		14,811		148		205,233			-			205,381
Shares issued for settlement of clinical research costs		150,000		1,500		1,768,000			-			1,769,500
Option exercises		73,719		737		275,678			-			276,415
Modification of warrants		-		-		5,554			-			5,554
Warrant issuances		-		-		805,753			-			805,753
Share issuance costs		-		-		(418,497	)		-			(418,497	)
Net loss		-		-		-			(10,276,979	)		(10,276,979	)

BALANCES AT JUNE 30, 2020		38,522,236	$	385,223	$	396,959,284		$	(376,456,216	)	$	20,888,291

Table of Contents

CEL-SCI CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2021 and 2020
(UNAUDITED)

	2021			2020

Net loss	$	(28,156,252	)	$	(24,876,157	)
Adjustments to reconcile net loss to net cash used in operating activities:

SEC Form 10-Q filed by Cel-Sci Corporation