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STOCKHOLDERS EQUITY | 9 Months Ended
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Jun. 30, 2025
STOCKHOLDERS EQUITY |
STOCKHOLDERS' EQUITY | C. STOCKHOLDERS’ EQUITY Proceeds from the Sale of Common Stock In May 2025, the Company sold 2,000,000 shares of common stock at a public offering price of $2.50 per share and received proceeds of approximately $4.5 million, net of issuance costs of approximately $0.5 million. In March 2025, the Company sold 133,750 shares of common stock at an offering price of $4.80 per share and pre-funded warrants to purchase up to 399,584 shares of common stock, at an offering price of $4.797 per pre-funded warrant, for proceeds of approximately $2.1 million, net of issuance costs of approximately $0.5 million. As of June 30, 2025, all of the pre-funded warrants in connection with the March 2025 offering have been exercised. In December 2024, the Company sold 251,750 shares of common stock at an offering price of $9.30 per share and pre-funded warrants to purchase up to 285,917 shares of common stock, at an offering price of $9.297 per pre-funded warrant, for proceeds of approximately $4.4 million, net of issuance costs of approximately $0.6 million. As of June 30, 2025, 285,917 of the pre-funded warrants in connection with the December 2024 offering have been exercised. The Company determined that the pre-funded warrants sold in the March 2025 and December 2024 offerings are freestanding financial instruments because they are both legally detachable and separately exercisable from the common stock sold in the offering. As such, the Company evaluated the pre-funded warrants to determine whether they represent instruments that require liability classification pursuant to the guidance in ASC 480. However, the Company concluded that the pre-funded warrants are not a liability within the scope of ASC 480 due to their characteristics. Further, the Company determined that the pre-funded warrants do not meet the definition of a derivative under ASC 815. Accordingly, the Company assessed the pre-funded warrants relative to the guidance in ASC No. 815-40, Contracts in Entity’s Own Equity, to determine the appropriate treatment. The Company concluded that the pre-funded warrants are both indexed to its own stock and meet all other conditions for equity classification. Accordingly, the Company has classified the pre-funded warrants as permanent equity and recorded them as a component of additional paid-in capital upon the closing of the financings. In February 2024, the Company sold 129,167 shares of common stock at a public offering price of $60.00 per share and received proceeds of approximately $7.0 million, net of issuance costs of approximately $0.7 million. In November 2023, the Company sold 83,000 shares of common stock at a public offering price of $60.00 per share and received proceeds of approximately $4.5 million, net of issuance costs of approximately $0.5 million. Other Equity Transactions In October 2024, the Company entered into a Securities Purchase Agreement with Ergomed Group Limited (“Ergomed”) pursuant to which the Company issued 33,334 shares of common stock in exchange for services. The shares are legally issued and outstanding. The Company determined the issuance of shares to a non-employee for services rendered or to be rendered is within the scope of ASC 718. In accordance with ASC 718, the shares were not issued and outstanding for accounting purposes as they are unvested and forfeitable. The shares will be recognized on the settlement date and measured at fair value when the shares are settled for services rendered by Ergomed. The Company incurred share issuance costs of approximately $61,000 to issue the shares from this agreement which were immediately expensed. During the nine months ended June 30, 2025, 33,334 shares were sold by Ergomed and the proceeds used to settle $350,885 in outstanding payables for services provided to the Company. As of June 30, 2025, Ergomed held did not hold any shares of CEL-SCI’s common stock. Equity Compensation Underlying share information for equity compensation plans as of June 30, 2025 is as follows:
Name of Plan |  | Total Shares Reserved Under Plans |
Incentive Stock Option Plans |  |  | 4,613 |
Non-Qualified Stock Option Plans |  |  | 709,573 |
Stock Bonus Plans |  |  | 59,460 |
Stock Compensation Plans |  |  | 21,134 |
Incentive Stock Bonus Plan |  |  | 21,334 |
Stock Option Activity:
|  | Nine Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Options granted |  |  | 1,136 |  |  |  | 65,584 |
Options exercised |  |  | - |  |  |  | - |
Options forfeited |  |  | 11,957 |  |  |  | 9,767 |
Options expired |  |  | 906 |  |  |  | 903 |
|  | Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Options granted |  |  | 1,017 |  |  |  | 65,484 |
Options exercised |  |  | - |  |  |  | - |
Options forfeited |  |  | 11,033 |  |  |  | 8,000 |
Options expired |  |  | 905 |  |  |  | 2 |
On March 1, 2024, the Company accelerated the vesting of 7,811 stock options issued to directors to vest on April 19, 2024. The Company concluded that the change in vesting of the options should be treated as a modification in accordance with ASC 718. As such, the Company revalued the options as of March 1, 2024 (the modification date) and subtracted any compensation cost already recognized prior to the modification date. This resulted in remaining compensation cost of approximately $260,000 that will be amortized on a straight-line basis over the remaining service period. The remaining compensation cost of approximately $101,000 as of March 31, 2024 was expensed during the three months ended June 30, 2024. Share-Based Compensation Expense:
|  | Nine Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Employees |  | $ | 1,470,491 |  |  | $ | 3,544,569 |
Non-employees |  | $ | 587,285 |  |  | $ | 600,841 |
|  | Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Employees |  | $ | 73,442 |  |  | $ | 728,120 |
Non-employees |  | $ | 80,525 |  |  | $ | 230,678 |
Employee compensation expense includes the expense related to options and restricted stock that is expensed over the vesting periods. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of the related service contracts. Warrants and Non-Employee Options The following chart represents the warrants and non-employee options outstanding at June 30, 2025:
Warrant/ Options |  | Issue Date |  | Shares Issuable upon Exercise of Warrants/ Options |  |  | Exercise Price |  |  | Expiration Date |
Series N |  | 8/18/2008 |  |  | 2,845 |  |  | $ | 90.00 |  |  | 8/18/2026 |
Series UU |  | 6/11/2018 |  |  | 3,120 |  |  | $ | 84.00 |  |  | 6/30/2026 |
Series X |  | 1/13/2016 |  |  | 4,000 |  |  | $ | 277.50 |  |  | 7/13/2026 |
Series Y |  | 2/15/2016 |  |  | 867 |  |  | $ | 360.00 |  |  | 8/15/2026 |
Series MM |  | 6/22/2017 |  |  | 11,115 |  |  | $ | 55.80 |  |  | 6/22/2026 |
Series NN |  | 7/24/2017 |  |  | 6,670 |  |  | $ | 75.60 |  |  | 7/24/2026 |
Series RR |  | 10/30/2017 |  |  | 7,801 |  |  | $ | 49.50 |  |  | 10/30/2026 |
Consultant Options |  | 7/28/2017 – 11/19/2024 |  |  | 20,333 |  |  | $21.00 - $65.40 |  |  | 7/27/2027 - 11/1/2034 |
1. Equity Warrants Changes in Equity Warrants During the nine months ended June 30, 2025, 399,583 and 285,917 pre-funded warrants at an offering price of $4.80 and $9.30, respectively, were issued. No pre-funded warrants or warrants recorded as equity were issued during the nine months ended June 30, 2024. During the nine months ended June 30, 2025, 733,834 pre-funded warrants were exercised. No pre-funded warrants or warrants recorded as equity were exercised during the nine months ended June 30, 2024. No warrants recorded as equity expired or were extended during the nine months ended June 30, 2025 and 2024. 2. Options and Shares Issued to Consultants During the nine months ended June 30, 2025 and 2024, the Company issued 6,821 and 10,726 shares, respectively, of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $26.13 and $55.29 during the nine months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, the Company issued 0 and 2,348 shares, respectively, of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $39.86 during the three months ended June 30, 2024. During the nine months ended June 30, 2025, 16,667 options with an exercise price of $21.00 were issued to a consultant. The options vest immediately and will expire on November 1, 2034. No options were issued to a consultant during the nine months ended June 30, 2024. During the nine months ended June 30, 2025 and 2024, the Company recorded total expense of approximately $587,000 and $601,000, respectively, relating to the share-based compensation under various consulting agreements. During the three months ended June 30, 2025 and 2024, the Company recorded total expense of approximately $81,000 and $231,000, respectively, relating to the share-based compensation under various consulting agreements. On June 30, 2025 and September 30, 2024, consulting fees of approximately $48,000 and $52,000, respectively, are included in current assets as prepaid expenses and will be amortized over the remaining service periods.

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