EXHIBIT 1.1 4,761,905 SHARES OF COMMON STOCK AND 4,761,905 WARRANTS OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTCel Sci Corp • December 19th, 2013 • Biological products, (no disgnostic substances) • New York
EXHIBIT 4(q) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Cel Sci Corp • May 2nd, 2017 • Biological products, (no disgnostic substances)
EXHIBIT 10(d)Employment Agreement • January 22nd, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 10(k)Cel Sci Corp • July 2nd, 2009 • Biological products, (no disgnostic substances)
PLACEMENT AGENT’S COMMON STOCK PURCHASE WARRANT SERIES WW CEL-SCI CORPORATIONCel Sci Corp • June 29th, 2018 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six (6) months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of June 26, 2018, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2018 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2018, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10(sss) SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of April 30, 2017, between CEL-SCI Corporation, a Colorado corporation (the "Company"), and each purchaser identified on the signature...Securities Purchase Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10(ff)Letter Agreement • February 13th, 2012 • Cel Sci Corp • Biological products, (no disgnostic substances)
This letter agreement (this "Agreement") confirms our understanding and the terms and conditions under which Chardan Capital Markets, LLC ("Chardan") shall solicit for exercise 5,900,000 Cel-Sci Corporation (the "Company") warrants with an exercise price of $.25 from Iroquois Master Fund for total consideration of $1,475,000,. This Agreement relates exclusively to the proposed solicitation of 5,900,000 warrants of the Company (the "Securities") pursuant to a Warrant Amendment Agreement.
UNDERWRITING AGREEMENT between CEL-SCI CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2024 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
The undersigned, CEL-SCI Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CEL- SCI Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
OFCel Sci Corp • January 15th, 2016 • Biological products, (no disgnostic substances) • Colorado
EXHIBIT 10 (fff) CEL-SCI CORPORATION SUBSCRIPTION AGREEMENT 1. Subscription. I hereby agree to purchase 3,000,000 Units of CEL-SCI Corporation (the "Company") at a price of $0.37 per Unit (US$) in accordance with the terms and conditions of this...Subscription Agreement • January 15th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 10(d)Employment Agreement • April 26th, 2005 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 15, 2000, among Cel-Sci Corporation, a Colorado corporation (the "Company"), and the investors signatory hereto (each such...Registration Rights Agreement • April 12th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 17,826,087 SHARES OF COMMON STOCK AND 17,826,087 WARRANTS OF CEL- SCI CORPORATION UNDERWRITING AGREEMENTCel Sci Corp • October 10th, 2013 • Biological products, (no disgnostic substances) • New York
ARTICLE 1Common Stock Purchase Agreement • September 24th, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
April 30, 2017 STRICTLY CONFIDENTIAL CEL-SCI Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182 Attn: Geert R. Kersten, Chief Executive Officer Dear Mr. Kersten: This letter agreement (this "Agreement") constitutes the agreement between...Letter Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 4(r) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Cel Sci Corp • May 2nd, 2017 • Biological products, (no disgnostic substances)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT SERIES CC CEL-SCI CORPORATIONCommon Stock Purchase Warrant • December 2nd, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 7, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December 7, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 1, 2016, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 1.1 8,800,000 SHARES OF COMMON STOCK AND 2,200,000 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTCel Sci Corp • April 15th, 2014 • Biological products, (no disgnostic substances) • New York
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Cel Sci Corp • August 23rd, 2001 • Biological products, (no disgnostic substances)
EXHIBIT 10.3 SERIES MCel Sci Corp • April 26th, 2007 • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 10.2 SERIES LCel Sci Corp • April 26th, 2007 • Biological products, (no disgnostic substances) • Virginia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2016, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
January 25, 2012 CONFIDENTIAL Mr. Geert Kersten Director and Chief Executive Office CEL-SCI Corporation PostalCodePostalCode8229 Boone Boulevard Suite 802 PostalCodeVienna, PostalCodeVA PostalCode22182 Dear Mr. Kersten: This letter (the "Agreement")...Cel Sci Corp • January 27th, 2012 • Biological products, (no disgnostic substances) • New York
June 18, 2012 CONFIDENTIAL Mr. Geert Kersten Director and Chief Executive Office CEL-SCI Corporation 8229 Boone Boulevard Suite 802 Vienna, VA 22182 Dear Mr. Kersten: This letter (the "Agreement") constitutes the agreement between Chardan Capital...Cel Sci Corp • June 21st, 2012 • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT SERIES Z CEL-SCI CORPORATIONCel Sci Corp • May 19th, 2016 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 23, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on November 23, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of December 22, 1997, (the "Agreement"), is made by and between CEL-SCI CORPORATION, a Colorado corporation, 66 Canal Center Plaza, Suite 510, Alexandria, Virginia 22314 (the...Registration Rights Agreement • December 24th, 1997 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Cel Sci Corp • April 12th, 2000 • Biological products, (no disgnostic substances)
EXHIBIT 10(d)Employment Agreement • June 9th, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
AND 1,973,684 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
The undersigned, CEL-SCI Corporation, a company incorporated under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CEL-SCI Corporation, the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Laidlaw & Company (UK) Ltd. is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANTCel Sci Corp • January 14th, 2000 • Biological products, (no disgnostic substances)
EXHIBIT 10(eee) WARRANT AGENT AGREEMENT This Agreement, dated as of October __, 2015, is between CEL-SCI Corporation, a Colorado corporation (the "Company"), and Computershare Inc., a Delaware corporation ("Computershare"), and its wholly owned...Warrant Agent Agreement • October 23rd, 2015 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
