CEL SCI CORP (CVM): Entry into a Material Definitive Agreement
CEL SCI CORP (CVM) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 cvm_ex11.htm PLACEMENT AGENCY AGREEMENT cvm_ex11.htm EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT between CEL-SCI CORPORATION and THINKEQUITY LLC 1 CEL-SCI CORPORATION PLACEMENT AGENCY AGREEMENT New York, New York June 14, 2026 ThinkEquity LLC 17 State Street, 41 st Floor New
How this was made
The 30-second read
Why it matters
The key new information is the offering framework: exclusive placement agent, offering size/price, and a 7% cash fee to the placement agent, with a same-day closing date referenced in the exhibit.
Market read
This is a primary-source financing disclosure that can affect valuation via expected dilution and financing runway expectations.
What to watch
Traders will want the full 8-K/prospectus details (net proceeds, use of funds, investor commitments, and any over-allotment) to judge whether dilution is offset by near-term execution risk reduction.
Background
The 8-K discloses entry into a placement agency agreement with ThinkEquity LLC for a reasonable best efforts offering of up to 2,500,000 common shares at $1.00/share.
Ticker impact
CEL-SCI entered a material definitive placement agency agreement for an offering of up to 2.5M shares at $1.00/share.
Likely near-term pressure or volatility consistent with dilution risk, with direction depending on whether proceeds materially fund catalysts.
8-K Item 1.01 plus exhibit details the offering mechanics (size, price, agent fee, closing timing), but the excerpt does not state total gross proceeds or use of funds.
Market effects
Brokered microcap/small-cap equity offerings can raise sector-wide dilution expectations when similar structures appear.
No clear regional spillover indicated beyond US small-cap financing activity.
Limited; this is a US-listed company-specific financing disclosure.
Counterpoint
If the offering is tied to imminent clinical/commercial milestones (not shown in the excerpt), the market may interpret dilution as funding for value-accretive catalysts.
Key entities
- issuerCEL-SCI Corporation
US-listed company filing the 8-K and entering the placement agency agreement.
- placement_agentThinkEquity LLC
Exclusive placement agent engaged to assist in selling up to 2,500,000 shares.
- counterpartyTHINKEQUITY LLC
Same placement agent referenced in the exhibit (spelling as shown).
