UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 14, 2026
CEL-SCI CORPORATION |
(Exact name of Registrant as specified in its charter) |
|
Colorado |
| 001-11889 |
| 84-0916344 |
(State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
8229 Boone Blvd. #802
Vienna, VA 22182
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (703) 506-9460
N/A
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
| CVM |
| NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of CEL-SCI’s shareholders was held on August 14, 2026. At the meeting the following persons were elected as directors for the upcoming year:
Name | Votes For | Votes Withheld | Broker Non-Votes |
Geert Kersten | 4,371,909 | 478,675 | 4,365,596 |
Bruno Baillavoine | 2,188,254 | 2,662,330 | 4,365,596 |
Robert Watson | 2,062,150 | 2,788,434 | 4,365,596 |
At the meeting the following were approved by CEL-SCI’s shareholders:
| (2) | the adoption of CEL-SCI’s 2026 Non-Qualified Stock Option Plan; and |
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| (3) | the adoption of CEL-SCI’s 2026 Stock Bonus Plan; |
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| (4) | to approve, on a non-binding advisory basis, the compensation of CEL-SCI’s executive officers; |
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| (5) | to approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of CEL-SCI’s executive officers; and |
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| (6) | to ratify the appointment of BDO USA, LLP as CEL-SCI’s independent registered public accounting firm for the fiscal year ending September 30, 2026; and |
The following is a tabulation of votes cast with respect to proposals 2, 3, 4 and 6:
Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
(2) | 3,654,395 | 1,144,219 | 51,970 | 4,365,596 |
(3) | 3,793,843 | 997,808 | 58,933 | 4,365,596 |
(4) | 3,777,031 | 1,010,124 | 63,429 | 4,365,596 |
(6) | 8,638,163 | 364,150 | 213,867 | 0 |
The following is a tabulation of votes cast with respect to proposals 5:
Proposal | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
(5) | 1,692,789 | 158,296 | 2,668,661 | 330,838 | 4,365,596 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 17, 2026 | CEL-SCI CORPORATION | ||
| By: | /s/ Geert Kersten | ||
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| Geert Kersten | |
| Chief Executive Officer | |||
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