VIENNA, Va., Aug. 7 /PRNewswire-FirstCall/ -- CEL-SCI CORPORATION (Amex: CVM - News), a developer of immune-system based treatments for cancer and infectious diseases, announces that it has entered into a $8.3 million private placement with a number of independent institutional investors who purchased Convertible Notes and Warrants. The Notes are convertible into shares of the Company’s common stock at a conversion price of $0.86. The Company also has the right, under certain conditions, to force conversion of the Notes or to prepay any outstanding principal.
The Warrants allow the holders to purchase about 4.8 million shares of the Company’s common stock at an exercise price of $0.95. The Warrants are not exercisable until February 4, 2007 and expire on February 4, 2012.
The Company has agreed to register the shares of its common stock issuable upon the conversion of, or as payment of principal or interest on, the Notes and upon the exercise of the Warrants. The Company is required to seek approval of its shareholders to issue shares upon the conversion of the Notes or the exercise of the Warrants if the number of shares to be issued would exceed the maximum allowed by the rules of the American Stock Exchange. Full details of the transaction will be provided in the Company’s 8-K filing with the Securities and Exchange Commission.
The Company expects to use the amounts received from the sale of the Notes to fund future development activities and to provide working capital. Maxim Group served as the placement agent on behalf of the Company.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
CEL-SCI Corporation is developing new immune system based treatments for cancer and infectious diseases. The Company has operations in Vienna, Virginia and Baltimore, Maryland. The Company’s lead product Multikine is cleared to enter global Phase III clinical trials in advanced primary head and neck cancer patients. CEL-SCI’s other products, which are currently in pre- clinical stage and are funded with U.S. government support, have shown protection against a number of diseases in animal tests and are being tested against diseases associated with bio-defense and avian flu.
When used in this report, the words “intends,” “believes,” “anticipated” and “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected. Factors that could cause or contribute to such differences include, an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company’s potential products, inability to raise the necessary capital, inability to get American Stock exchange approval for any transaction and the risk factors set forth from time to time in CEL-SCI Corporation’s SEC filings, including but not limited to its report on Form 10- K for the year ended September 30, 2005. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements, which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Source: CEL-SCI Corporation
