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CEL-SCI Corporation to Raise $20 Million in Registered Direct Offering

VIENNA, Va., Sept. 16 /PRNewswire-FirstCall/ -- CEL-SCI Corp. (NYSE Amex: CVM), a developer of vaccines and therapeutics for the prevention and treatment of infectious diseases and a late-stage oncology company, has entered into definitive agreements to sell 14,285,715 shares of its common stock at a price per share of $1.40 pursuant to a registered direct offering to institutional investors, representing gross proceeds of approximately $19 million.

Investors will also receive warrants to purchase 4,714,284 shares of CEL-SCI Corporation's common stock. The warrants have an exercise price of $1.50 per share and are exercisable at any time after the closing of the transaction and before the second anniversary of such initial issuance date. The closing of the offering is expected to take place on or before Monday, September 21, 2009, subject to the satisfaction of customary closing conditions. CEL-SCI Corporation plans to use the net proceeds from the offering to commence a pivotal Phase III clinical trial with its cancer drug Multikine and to rapidly take its new LEAPS - H1N1 compound into human studies for the treatment of hospitalized H1N1 patients.

The shares and warrants are being offered by CEL-SCI Corporation pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission dated August 12, 2009. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq GM: RODM - News), acted as the exclusive placement agent for the transaction.

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 the 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 or jurisdiction. The shares of common stock may only be offered by means of a prospectus. Copies of the final prospectus supplement and accompanying base prospectus can be obtained from the SEC's website at

About CEL-SCI:

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 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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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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