CEL-SCI Signs Definitive Agreement to Raise $4.4M in Registered Direct Offering

CEL-SCI Signs Definitive Agreement to Raise $4.4M in Registered Direct Offering

VIENNA, Va., Aug. 20 -- CEL-SCI Corporation. (NYSE Amex: CVM), a biotechnology company entering a late stage oncology trial and focused on infectious disease, today announced that it has entered into a definitive agreement with several institutional investors to sell 9.7 million units, with each unit consisting of one of the Company's common shares and 0.50 warrants to purchase one share of common stock, for gross proceeds of approximately $4.4 million, before deducting placement agent fees and estimated offering expenses, in a "registered direct" offering. The investors have agreed to purchase the units at a purchase price of $0.45 per unit. The warrants, which represent the right to acquire 4.85 million common shares, will be exercisable at any time on or after February 20, 2010 and prior to the 5-year anniversary of the closing of the transaction at an exercise price of $0.55 per share, which was above the closing price of the Company's common shares on the NYSE AMEX Market on August 19, 2009. Chardan Capital Markets, LLC acted as placement agent for the offering.

The transaction is expected to close on or about August 25, 2009, subject to satisfaction of customary closing conditions.

The securities described above are being offered by CEL-SCI Corporation pursuant to a registration statement previously filed and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities may be offered only by means of a prospectus. Copies of the final prospectus supplement and accompanying base prospectus relating to this offering may be obtained at the Securities and Exchange Commission's website at http://www.sec.gov/ .

CEL-SCI Corporation is developing products that empower immune defenses. Its lead product is Multikine which is being readied for a global Phase III trial in advanced primary head and neck cancer. CEL-SCI is also developing a vaccine to prevent and treat swine and other influenzas using its L.E.A.P.S. technology platform and expects to soon finish the validation of its state-of-the-art facility in Maryland which it expects to utilize to launch aseptic filling for stem cell produced therapies and other biological products. The Company has operations in Vienna, Virginia, and Baltimore, Maryland.

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