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CEL-SCI Signs Definitive Agreement to Raise $5 Million in Registered Direct Offering

VIENNA, Va., June 24 /PRNewswire-FirstCall/ -- CEL-SCI Corporation (NYSE AMEX: CVM), a late stage cancer immunotherapy company, today announced that it has entered into a definitive agreement with one institutional investor to sell 12.5 million units, with each unit consisting of one of the Company's common shares and 0.67 warrants to purchase one share of common stock, for gross proceeds of approximately $5.0 million, before deducting placement agent fees and estimated offering expenses, in a "registered direct" offering. The investor has agreed to purchase the units at a purchase price of $0.40 per unit. The warrants, which represent the right to acquire an aggregate of up to 8.375 million common shares, will be exercisable at any time on or after 181 days from the Closing Date and prior to the 5-year anniversary at an exercise price of $0.50 per share, which was above the closing price of the Company's common shares on the NYSE AMEX Market on June 23, 2009. Chardan Capital Markets, LLC acted as placement agent for the offering.

The transaction is expected to close on or about June 29, 2009, subject to satisfaction of customary closing conditions.

Geert Kersten, Chief Executive Officer of CEL-SCI, said: "We are planning to use this money to achieve a number of major milestones, key among them are the acceleration of our H1N1 swine flu work and the validation of our manufacturing facility for contract manufacturing services and to produce our cancer drug Multikine for the planned Phase III clinical trial."

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

CEL-SCI Corporation is developing products that empower immune defenses. Its lead product is Multikine(R) which is being readied for a global Phase III trial in advancer 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.

Certain statements contained herein relating to the anticipated closing of the offering or product development, or that otherwise relate to future periods, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions that may not prove accurate. Actual results could differ materially from those anticipated due to certain risks inherent in the biotechnology industry and for companies engaged in the development of new products in a regulated market. These risks, including those related to whether the offering will close when anticipated or at all, the results of discovery research and preclinical testing; the timing or results of pending and future clinical trials (including the design and progress of clinical trials; safety and efficacy of the products being tested; action, inaction or delay by the FDA, European or other regulators or their advisory bodies; and analysis or interpretation by, or submission to, these entities or others of scientific data); uncertainties regarding the status of biotechnology patents; uncertainties as to the cost of protecting intellectual property; changes in the status of the existing collaborative and licensing relationships; the ability of collaborators, licensees and other third parties to meet their obligations; market demand for products; scale up and marketing capabilities; competition; international operations; share price volatility; and CEL-SCI's financing needs and opportunities are described in more detail in CEL-SCI's most recent annual report on Form 10-K/A and in other SEC filings. Consider such risks carefully in considering CEL-SCI's prospects.

SOURCE CEL-SCI Corporation
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