0001654954-25-010184 Sample Contracts
PLACEMENT AGENCY AGREEMENT between CEL-SCI CORPORATIONPlacement Agency Agreement • August 29th, 2025 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Placement Agency Agreement (the “Agreement”) sets forth the terms upon which ThinkEquity LLC ("ThinkEquity" or the "Placement Agent") shall be engaged by 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"), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the "Offering") of up to 1,111,200 shares (the "Shares" or “Securities”) of the Company's common stock, par value $0.01 per share (the "Common Stock") directly to various investors (each, an "Investor" and, collectively, the "Investors"). The purchase price to the Investors for each Share is $9 (the "Share Offering Price”). The Placement Agent may retain other brokers or dealers to act as sub-agents or sel