CEL-SCI (CVM) 10-Q 10 May 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2017	May 08, 2017
Document And Entity Information
Entity Registrant Name	CEL SCI CORP
Entity Central Index Key	725,363
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		229,827,331
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Mar. 31, 2017	Sep. 30, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 1,529,802	$ 2,917,996
Receivables	4,252	394,515
Prepaid expenses	720,466	981,677
Deposits - current portion	150,000	154,995
Inventory used for R&D and manufacturing	678,664	1,008,642
Deferred rent - current portion	400,039	429,821
Total current assets	3,483,223	5,887,646
RESEARCH AND OFFICE EQUIPMENT, net	219,337	226,216
PATENT COSTS, net	239,214	256,547
DEFERRED RENT - net of current portion	3,113,148	3,406,921
DEPOSITS	1,670,917	1,820,917
TOTAL ASSETS	8,725,839	11,598,247
CURRENT LIABILITIES:
Accounts payable	7,074,898	3,091,512
Accrued expenses	509,841	378,672
Due to employees	607,289	538,278
Derivative instruments, current portion	208,493	0
Other current liabilities	7,792	3,310
Total current liabilities	8,408,313	4,011,772
Derivative instruments - net of current portion	3,228,252	8,394,934
Deferred revenue	125,000	125,000
Other liabilities	40,478	22,609
Total liabilities	11,802,043	12,554,315
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $.01 par value--200,000 shares authorized; -0- shares issued and outstanding	0	0
Common stock, $.01 par value - 600,000,000 shares authorized; 216,478,331 and 155,962,079 shares issued and outstanding at March 31, 2017 and September 30, 2016, respectively	2,164,784	1,559,621
Additional paid-in capital	285,299,676	283,152,288
Accumulated deficit	(290,540,664)	(285,667,977)
Total stockholders' deficit	(3,076,204)	(956,068)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$ 8,725,839	$ 11,598,247

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Sep. 30, 2016
Stockholders Equity
Preferred Stock Shares Par Value	$ 0.01	$ 0.01
Preferred Stock Shares Authorized	200,000	200,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Shares Par Value	$ 0.01	$ 0.01
Common Stock Shares Authorized	600,000,000	600,000,000
Common Stock Shares Issued	216,478,331	155,962,079
Common Stock Shares Outstanding	216,478,331	155,962,079

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
GRANT INCOME AND OTHER			$ 34,433	$ 53,751
OTHER INCOME	$ 17,175	$ 32,775
OPERATING EXPENSES:
Research and development	7,055,217	4,628,582	11,080,073	9,798,089
General & administrative	1,345,114	1,677,796	2,752,123	2,312,397
Total operating expenses	8,400,331	6,306,378	13,832,196	12,110,486
OPERATING LOSS	(8,383,156)	(6,273,603)	(13,797,763)	(12,056,735)
(LOSS) GAIN ON DERIVATIVE INSTRUMENTS	(48,700)	(2,593,730)	8,879,612	5,529,230
INTEREST INCOME, NET	22,367	22,478	45,464	24,463
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$ (8,409,489)	$ (8,844,855)	$ (4,872,687)	$ (6,503,042)
NET LOSS PER COMMON SHARE
BASIC			$ (0.03)	$ (0.06)
DILUTED			$ (0.03)	(0.06)
BASIC and DILUTED	$ (0.05)	$ (0.07)		$ (.06)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC			166,245,352	114,070,776
DILUTED			167,064,795	114,070,776
BASIC AND DILUTED	182,994,027	118,420,327		114,070,776

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,872,687)	$ (6,503,042)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	61,485	80,784
Share-based payments for services	112,778	472,061
Equity based compensation	677,755	845,100
Common stock contributed to 401(k) plan	76,426	82,146
Loss on retired equipment	1,187	115
Gain on derivative instruments	(8,879,612)	(5,529,230)
(Increase)/decrease in assets:
Receivables	84,922	62,080
Deferred rent	323,555	349,335
Prepaid expenses	219,543	211,360
Inventory used for R&D and manufacturing	329,978	106,531
Deposits	154,995	150,000
Increase/(decrease) in liabilities:
Accounts payable	4,214,678	(1,659,395)
Accrued expenses	131,169	559,944
Deferred revenue	0	(138)
Due to employees	140,511	(34,582)
Deferred rent liability	(1,748)	4,176
Net cash used in operating activities	(7,225,065)	(10,802,755)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(10,525)	(21,644)
Net cash used in investing activities	(10,525)	(21,644)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	5,849,444	12,258,287
Payments on related party loan	0	(1,104,057)
Payments on obligations under capital lease	(2,048)	(4,423)
Net cash provided by financing activities	5,847,396	11,149,807
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,388,194)	325,408
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,917,996	5,726,682
CASH AND CASH EQUIVALENTS, END OF PERIOD	1,529,802	6,052,090
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Decrease in receivable due under the litigation funding arrangement offset by the same amount payable to the legal firm providing the services	305,341	298,693
Capitalizable patent costs included in accounts payable	8,644	6,813
Capital lease payments included in accounts payable	1,500	750
Property and equipment acquired through capital lease	26,104	0
Fair value of warrants issued in connection with public offering	3,921,423	5,060,771
Financing costs included in accounts payable	118,866	1,910
Prepaid consulting services paid with issuance of common stock	(41,668)	54,693
Cash paid for interest expense	$ 12	$ 43,576

A. SUMMARY OF SIGNIFICANT ACCOU

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying condensed financial statements of CEL-SCI Corporation (the Company) are unaudited and certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. While management of the Company believes that the disclosures presented are adequate to make the information presented not misleading, these interim condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10-K for the year ended September 30, 2016. In the opinion of management, the accompanying unaudited condensed financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of March 31, 2017 and the results of its operations for the six months then ended. The condensed balance sheet as of September 30, 2016 is derived from the September 30, 2016 audited financial statements. Significant accounting policies have been consistently applied in the interim financial statements and the annual financial statements. The results of operations for the three and six months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note B. Summary of Significant Accounting Policies: Research and Office Equipment and Leasehold Improvements Patents Research and Development Costs Income Taxes Derivative Instruments Deferred Rent (Asset) Stock-Based Compensation Equity instruments issued to non-employees are accounted for in accordance with ASC 505-50, “Equity-Based Payments to Non Employees.” Accordingly, compensation is recognized when goods or services are received and is measured using the Black-Scholes valuation model. The Black-Scholes model requires various judgmental assumptions regarding the fair value of the equity instruments at the measurement date and the expected life of the options. The Company has Incentive Stock Option Plans, Non-Qualified Stock Option Plans, a Stock Compensation Plan, Stock Bonus Plans and an Incentive Stock Bonus Plan. In some cases, these Plans are collectively referred to as the "Plans". All Plans have been approved by the stockholders. The Company’s stock options are not transferable, and the actual value of the stock options that an employee may realize, if any, will depend on the excess of the market price on the date of exercise over the exercise price. The Company has based its assumption for stock price volatility on the variance of daily closing prices of the Company’s stock. The risk-free interest rate assumption was based on the U.S. Treasury rate at date of the grant with term equal to the expected life of the option. Historical data was used to estimate option exercise and employee termination within the valuation model. The expected term of options represents the period of time that options granted are expected to be outstanding and has been determined based on an analysis of historical exercise behavior. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense for new awards may differ materially in the future from that recorded in the current period. Vesting of restricted stock granted under the Incentive Stock Bonus Plan is subject to service, performance and market conditions and meets the classification of equity awards. These awards were measured at market value on the grant-dates for issuances where the attainment of performance criteria is likely and at fair value on the grant-dates, using a Monte Carlo simulation for issuances where the attainment of performance criteria is uncertain. The total compensation cost will be expensed over the estimated requisite service period. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018, but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its financial statements and related disclosures. No other recently issued guidance is expected to have a material impact on the Company’s financial statements.

B. OPERATIONS AND FINANCING

B. OPERATIONS AND FINANCING	6 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
B. OPERATIONS AND FINANCING	The Company has incurred significant costs since its inception in connection with the acquisition of certain patented and unpatented proprietary technology and know-how relating to the human immunological defense system, patent applications, research and development, administrative costs, construction of laboratory facilities, and clinical trials. The Company has funded such costs with proceeds from loans and the public and private sale of its common stock. The Company will be required to raise additional capital or find additional long-term financing in order to continue with its research efforts. Currently, the partial clinical hold has had a significant impact on the Company’s market capital, and as such, may impact the Company’s ability to attract new capital. To date, the Company has not generated any revenue from product sales. The ability of the Company to complete the necessary clinical trials and obtain US Food & Drug Administration (FDA) approval for the sale of products to be developed on a commercial basis is uncertain. Ultimately, the Company must complete the development of its products, obtain the appropriate regulatory approvals and obtain sufficient revenues to support its cost structure. The Company is currently running a large multi-national Phase 3 clinical trial for head and neck cancer with its partners TEVA Pharmaceuticals and Orient Europharma. During the six months ended March 31, 2017, the Company raised approximately $5.8 million net proceeds from multiple financings. To finance the study beyond the next twelve months, the Company plans to raise additional capital in the form of corporate partnerships, debt and/or equity financings. The Company believes that it will be able to obtain additional financing because it has done so consistently in the past and because Multikine is a product in the Phase 3 clinical trial stage. However, there can be no assurance that the Company will be successful in raising additional funds on a timely basis or that the funds will be available to the Company on acceptable terms or at all. If the Company does not raise the necessary amounts of money, it will either have to slow or delay the Phase 3 clinical trial or even significantly curtail its operations until such time as it is able to raise the required funding. The Phase 3 study is currently on partial clinical hold by the FDA. The financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Since the Company launched its Phase 3 clinical trial for Multikine, the Company has spent approximately $36.6 million as of March 31, 2017 on direct costs for the Phase 3 clinical trial. The total remaining cash cost of the clinical trial is estimated to be approximately $12.9 million. It should be noted that this estimate is based only on the information currently available in the Company’s contracts with the Clinical Research Organizations responsible for managing the Phase 3 clinical trial and does not include other related costs, e.g. the manufacturing of the drug. This number can be affected by the speed of enrollment, foreign currency exchange rates and many other factors, some of which cannot be foreseen. In the summer of 2016, the Company filed an amendment to the original Phase 3 protocol for it head and neck cancer study with the FDA to allow for this expansion in patient enrollment. In April 2017 CEL-SCI announced that in light of new information the Company decided to withdraw the study protocol amendment for additional patients that was submitted to the FDA in the summer of 2016. It is now possible that we may not need to add more patients to the study or that only a smaller number of patients need to be added to the study to complete it in a reasonable period of time. Should additional patients be needed, we will submit a future study amendment to the FDA to seek their clearance to proceed. We are diligently continuing to work with the FDA to have the partial clinical hold lifted. We have been in a continuing dialogue with them to try to resolve their questions and to supply them with supplemental information. On February 8, 2017 we had a Type A meeting with the FDA. The Action Items for CEL-SCI to pursue per the minutes from the FDA meeting were the following: 1) Provide an updated Investigator's Brochure and current procedures for compliance with requirements under 21 CFR 312 Subpart D to address the partial clinical hold. 2) Provide a list of major protocol deviations, which CEL-SCI believes will affect study results, and provide a plan to identify major protocol deviations across all patients enrolled in the Phase 3 protocol. We have supplied our response to those Action Items to the FDA. In accordance with the partial clinical hold, we are continuing to follow the 928 patients enrolled in the study, and this includes following patients until the targeted 298 deaths between the 2 comparison groups is observed. This number of deaths is required to evaluate if the study’s primary endpoint is achieved. If the partial clinical hold is not lifted, the Phase 3 study will not be able to be completed to its prespecified endpoints in a timely manner, if at all, and, if the Phase 3 study cannot be completed to its prespecified endpoints, the study would not be able to be used as the pivotal study supporting a marketing application in the United States, and at least one entirely new Phase 3 pivotal study would need to be conducted to provide the pivotal study supporting a marketing application in the United States. Even if the partial clinical hold is lifted, if it is not lifted in a timely fashion, the nature and duration of the partial clinical hold could irreparably harm the data from the Phase 3 study such that it may no longer be able to be used as the pivotal study supporting a marketing application in the United States. Even if the partial clinical hold is lifted in a timely fashion, it remains possible that the regulatory authorities could determine that the Phase 3 study is not sufficient to be used as a single pivotal study supporting a marketing application in the United States.

C. STOCKHOLDERS EQUITY

C. STOCKHOLDERS EQUITY	6 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
C. STOCKHOLDERS' EQUITY	Stock options, stock bonuses and compensation granted by the Company as of March 31, 2017 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Options Plans 3,460,000 1,648,966 N/A 1,511,334 Non-Qualified Stock Option Plans 9,680,000 6,531,752 N/A 2,420,630 Stock Bonus Plans 5,594,000 N/A 4,448,479 1,144,694 Stock Compensation Plan 3,350,000 N/A 2,189,749 1,127,200 Incentive Stock Bonus Plan 16,000,000 N/A 15,600,000 400,000 Stock options, stock bonuses and compensation granted by the Company as of September 30, 2016 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Option Plans 3,460,000 1,648,966 N/A 1,511,334 Non-Qualified Stock Option Plans 9,680,000 6,940,321 N/A 2,059,261 Bonus Plans 5,594,000 N/A 3,161,211 2,431,962 Stock Compensation Plan 3,350,000 N/A 1,985,037 1,331,912 Incentive Stock Bonus Plan 16,000,000 N/A 15,600,000 400,000 Stock option activity Six Months Ended March 31, 2017 2016 Granted — 210,000 Expired 382,037 — Forfeited 26,532 50,998 Three Months Ended March 31, 2017 2016 Granted — 60,000 Expired 5,000 — Forfeited 26,532 28,032 No shares of restricted stock were forfeited from the Incentive Stock Bonus Plan during the six and three months ended March 31, 2017 and 2016. Stock-Based Compensation Expense Six Months Ended March 31, 2017 2016 Employees $ 677,755 $ 845,100 Non-employees $ 112,778 $ 472,061 Three Months Ended March 31, 2017 2016 Employees $ 365,380 $ 417,190 Non-employees $ 34,225 $ 142,866 Employee compensation expense includes the expense related to options issued or vested and restricted stock. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Warrants and Non-employee Options The following chart presents the outstanding warrants and non-employee options, listed by expiration date at March 31, 2017: Warrant Issue Date Shares Issuable upon Exercise of Warrant Exercise Price Expiration Date Reference Series DD 12/8/16 34,024,000 $ 0.18 6/8/17 1 Series N 8/18/08 2,844,627 $ 0.53 8/18/17 Series EE 12/8/16 34,024,000 $ 0.18 9/8/17 1 Series U 4/17/14 445,514 $ 1.75 10/17/17 1 Series S 10/11/13- 10/24/14 25,928,010 $ 1.25 10/11/18 1 Series V 5/28/15 20,253,164 $ 0.79 5/28/20 1 Series W 10/28/15 17,223,248 $ 0.67 10/28/20 1 Series X 1/13/16 3,000,000 $ 0.37 1/13/21 Series Y 2/15/16 650,000 $ 0.48 2/15/21 Series ZZ 5/23/16 500,000 $ 0.55 5/18/21 1 Series BB 8/26/16 400,000 $ 0.55 8/22/21 1 Series Z 5/23/16 6,600,000 $ 0.55 11/23/21 1 Series FF 12/8/16 1,701,200 $ 0.16 12/1/21 1 Series CC 12/8/16 17,012,000 $ 0.20 12/8/21 1 Series HH 2/23/17 500,000 $ 0.13 2/16/22 1 Series AA 8/26/16 5,000,000 $ 0.55 2/22/22 1 Series JJ 3/14/17 750,000 $ 0.13 3/8/22 1 Series GG 2/23/17 10,000,000 $ 0.12 8/23/22 1 Series II 3/14/17 15,000,000 $ 0.12 9/14/22 1 Consultants 12/28/12- 7/1/16 570,000 $ 0.37- $2.80 4/24/17- 6/30/19 2 1. Derivative Liabilities The table below presents the warrant liabilities and their respective balances at the balance sheet dates: March 31, September 30, Series S warrants $ 531,525 $ 3,111,361 Series U warrants — — Series V warrants 202,532 1,620,253 Series W warrants 190,443 1,799,858 Series Z warrants 142,341 970,604 Series ZZ warrants 9,414 70,609 Series AA warrants 116,996 763,661 Series BB warrants 8,250 58,588 Series CC warrants 630,554 — Series DD warrants 29,324 — Series EE warrants 179,169 — Series FF warrants 73,816 — Series GG warrants 506,426 — Series HH warrants 24,290 — Series II warrants 755,040 — Series JJ warrants 36,625 — Total warrant liabilities $ 3,436,745 $ 8,394,934 The table below presents the gains on the warrant liabilities for the six months ended March 31: 2017 2016 Series S warrants $ 2,579,836 $ 3,147,660 Series U warrants — 26,731 Series V warrants 1,417,721 1,822,785 Series W warrants 1,609,415 532,054 Series Z warrants 828,263 — Series ZZ warrants 61,195 — Series AA warrants 646,665 — Series BB warrants 50,338 — Series CC warrants 429,869 — Series DD warrants 413,948 — Series EE warrants 512,238 — Series FF warrants 47,166 — Series GG warrants 108,211 — Series HH warrants 5,340 — Series II warrants 161,419 — Series JJ warrants 7,988 — Net gain on warrant liabilities $ 8,879,612 $ 5,529,230 The table below presents the gains and (losses) on the warrant liabilities for the three months ended March 31: 2017 2016 Series S warrants $ (41,485 ) $ 321,507 Series U warrants — (4,455 ) Series V warrants — (1,417,721 ) Series W warrants (58,189 ) (1,493,061 ) Series Z warrants (40,524 ) — Series ZZ warrants (2,689 ) — Series AA warrants (32,904 ) — Series BB warrants (2,334 ) — Series CC warrants (174,623 ) — Series DD warrants 43,029 — Series EE warrants (2,365 ) — Series FF warrants (19,574 ) — Series GG warrants 108,211 — Series HH warrants 5,340 — Series II warrants 161,419 — Series JJ warrants 7,988 — Net loss on warrant liabilities $ (48,700 ) $ (2,593,730 ) The Company reviews all outstanding warrants in accordance with the requirements of ASC 815. This topic provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The warrant agreements provide for adjustments to the exercise price for certain dilutive events. Under the provisions of ASC 815, the warrants are not considered indexed to the Company’s stock because future equity offerings or sales of the Company’s stock are not an input to the fair value of a “fixed-for-fixed” option on equity shares, and equity classification is therefore precluded. In accordance with ASC 815, derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration. Any change in fair value between the respective reporting dates is recognized as a gain or loss. Issuance of additional Warrants On March 14, 2017, the Company sold 15,000,000 registered shares of common stock and 15,000,000 Series II warrants to purchase 15,000,000 unregistered shares of common stock at combined offering price of $0.10 per share. The Series II warrants have an exercise price of $0.12 per share, are exercisable on September 14, 2017, and expire September 14, 2022. In addition, the Company issued 750,000 Series JJ warrants to purchase 750,000 shares of unregistered common stock to the placement agent. The Series JJ warrants have an exercise price $0.13, are exercisable on September 14, 2017 and expire on March 8, 2022. The net proceeds from this offering were approximately $1.3 million. The fair value of the Series II and JJ warrants of approximately $1.0 million on the date of issuance was recorded as a warrant liability. On February 23, 2017, the Company sold 10,000,000 registered shares of common stock and 10,000,000 Series GG warrants to purchase 10,000,000 unregistered shares of common stock at a combined price of $0.10 per share. The Series GG warrants have an exercise price of $0.12 per share, are exercisable on August 23, 2017, and expire August 23, 2022. In addition, the Company issued 500,000 Series HH warrants to purchase 500,000 shares of unregistered common stock to the placement agent. The Series HH warrants have an exercise price $0.13, are exercisable on August 23, 2017 and expire on February 16, 2022. The net proceeds from this offering were approximately $0.8 million. The fair value of the Series GG and HH warrants of approximately $0.6 million on the date of issuance was recorded as a warrant liability. On December 8, 2016, the Company sold 34,024,000 shares of common stock and warrants to purchase common stock at a price of $0.125 in a public offering. The warrants consist of 17,012,000 Series CC warrants to purchase 17,012,000 shares of common stock, 34,024,000 Series DD warrants to purchase 34,024,000 shares of common stock and 34,024,000 Series EE warrants to purchase 34,024,000 shares of common stock. The Series CC warrants are immediately exercisable, expire in five-years from the offering date and have an exercise price of $0.20 per share. The Series DD warrants are immediately exercisable, expire in six-months from the offering date and have an exercise price of $0.18 per share. The Series EE warrants are immediately exercisable, expire in nine-months from the offering date and have an exercise price of $0.18 per share. In addition, the Company issued 1,701,200 Series FF warrants to purchase 1,701,200 shares of common stock to the placement agent. The FF warrants are exercisable at any time on or after June 8, 2017 and expire on December 1, 2021 and have an exercise price $0.15625. The net proceeds from this offering was approximately $3.7 million. The fair value of the Series CC, DD, EE and FF warrants of approximately $2.3 million on the date of issuance was recorded as a warrant liability. Expiration of Warrants On March 16, 2017, 590,001 Series P warrants, with an exercise price of $4.50, expired. The fair value of the Series P warrants was $0 on the date of expiration. On December 6, 2016, 2,625,000 Series R warrants, with an exercise price of $4.00, expired. The fair value of the Series R warrants was $0 on the date of expiration. On December 22, 2015, 1,200,000 Series Q warrants, with an exercise price of $5.00, expired. The fair value of the Series Q warrants was $0 on the date of expiration. 2. Options and shares issued to Consultants The Company typically enters into consulting arrangements in exchange for common stock or stock options. During the six and three months ended March 31, 2017, the Company issued 474,984 and 102,492 shares of common stock, respectively, of which 270,000 and 0 were restricted shares. The common stock was issued with stock prices ranging between $0.09 and $0.29 per share. During the six and three months ended March 31, 2016, the Company issued 803,778 and 361,286 shares of common stock, of which 580,000 and 240,000 were restricted shares. The common stock was issued with stock prices ranging between $0.37 and $0.71 per share. Additionally, during the six and three months ended March 31, 2016, the Company issued a consultant 210,000 and 60,000 options, respectively, to purchase common stock at prices between $0.37 and $0.60 per share with fair values ranging between $0.19 and $0.30 per share. These options are fully vested. The aggregate values of the issuances of restricted common stock and common stock options are recorded as prepaid expenses and are charged to general and administrative expenses over the periods of service. During the six and three months ended March 31, 2017, the Company recorded total expense of approximately $113,000 and $34,000, respectively, relating to these consulting agreements. During the six and three months ended March 31, 2016, the Company recorded total expense of approximately $472,000 and $143,000, respectively, relating to these consulting agreements. At March 31, 2017 and September 30, 2016, approximately $7,000 and $48,000, respectively, are included in prepaid expenses. As of March 31, 2017, 570,000 options were outstanding, which were issued to consultants as payment for services. Of these 570,000 outstanding options, 470,000 were vested, all of which were issued from the Non-Qualified Stock Option plans.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	6 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
D. FAIR VALUE MEASUREMENTS	In accordance with ASC 820-10, “Fair Value Measurements,” ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: ● Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities ● Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and amounts derived from valuation models where all significant inputs are observable in active markets ● Level 3 – Unobservable inputs that reflect management’s assumptions For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. The table below sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the condensed balance sheet at March 31, 2017: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Derivative instruments $ 531,525 $ — $ 2,905,220 $ 3,436,745 The table below sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the condensed balance sheet at September 30, 2016: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Derivative instruments $ 3,111,361 $ — $ 5,283,573 $ 8,394,934 The following sets forth the reconciliation of beginning and ending balances related to fair value measurements using significant unobservable inputs (Level 3) for the six months ended March 31, 2017 and the year ended September 30, 2016: (Six Months Ended) March 31, 2017 (Year Ended) September 30, 2016 Beginning balance $ 5,283,573 $ 6,323,032 Issuances 3,921,423 8,722,073 Realized and unrealized gains (6,299,776 ) (9,761,532 ) Ending balance $ 2,905,220 $ 5,283,573 The fair values of the Company’s derivative instruments disclosed above under Level 3 are primarily derived from valuation models where significant inputs such as historical price and volatility of the Company’s stock, as well as U.S. Treasury Bill rates, are observable in active markets.

E. RELATED PARTY TRANSACTIONS

E. RELATED PARTY TRANSACTIONS	6 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
E. RELATED PARTY TRANSACTIONS	Effective August 31, 2016, Maximilian de Clara, the Company’s then President and a director, resigned for health reasons. In payment for past services, the Company agreed to issue Mr. de Clara 650,000 shares of restricted stock; 325,000 shares upon his resignation and 325,000 on August 31, 2017. At March 31, 2017 and September 30, 2016, the fair value accrued for unissued shares was approximately $29,000 and $101,000, respectively. On January 13, 2016, the de Clara Trust demanded payment on a note payable, of which the balance, including accrued and unpaid interest, was approximately $1.1 million. The de Clara Trust was established by Maximilian de Clara, the Company’s former President and a director. The Company’s Chief Executive Officer, Geert Kersten, is a beneficiary of the de Clara Trust. When the de Clara Trust demanded payment on the note, the Company sold 3,000,000 shares of its common stock and 3,000,000 Series X warrants to the de Clara Trust for approximately $1.1 million. Each warrant allows the de Clara Trust to purchase one share of the Company's common stock at a price of $0.37 per share at any time on or before January 13, 2021. No interest payments were made to Mr. de Clara during the six and three months ended March 31, 2017. During the six and three months ended March 31, 2016, the Company paid approximately $43,000 and $10,000, respectively, in interest expense to Mr. de Clara.

F. COMMITMENTS AND CONTINGENCIE

F. COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
F. COMMITMENTS AND CONTINGENCIES	Clinical Research Agreements In March 2013, the Company entered into an agreement with Aptiv Solutions, Inc. (which was subsequently acquired by ICON Inc.) to provide certain clinical research services in accordance with a master service agreement. The Company will reimburse ICON for costs incurred. The agreement required the Company to make $600,000 in advance payments which are being credited against future invoices in $150,000 annual increments through December 2017. As of March 31, 2017, the total balance advanced is $150,000, which is classified as a current asset. In April 2013, the Company entered into a co-development and revenue sharing agreement with Ergomed. Under the agreement, Ergomed will contribute up to $10 million towards the study in the form of offering discounted clinical services in exchange for a single digit percentage of milestone and royalty payments, up to a specific maximum amount. In October 2015, the Company entered into a second co-development and revenue sharing agreement with Ergomed In October 2013, the Company entered into two co-development and profit sharing agreements with Ergomed. One agreement supports the Phase 1 study being conducted at the University of California, San Francisco, or UCSF, for the development of Multikine as a potential treatment for peri-anal warts in HIV/HPV co-infected men and women. The Phase 1 study originally started after the Company signed a cooperative research and development agreement with the U.S. Naval Medical Center, San Diego. In August 2016, the U.S. Navy discontinued this Phase 1 study because of difficulties in enrolling patients. The other agreement focuses on the development of Multikine as a potential treatment for cervical dysplasia in HIV/HPV co-infected women. Ergomed will assume up to $3 million in clinical and regulatory costs for each study. The Company is currently involved in a pending arbitration proceeding, CEL-SCI Corporation v. inVentiv Health Clinical, LLC (f/k/a PharmaNet LLC) and PharmaNet GmbH (f/k/a PharmaNet AG). The Company initiated the proceedings against inVentiv Health Clinical, LLC, or inVentiv, the former third-party CRO, and are seeking payment for damages related to inVentiv’s prior involvement in the Phase 3 clinical trial of Multikine. The arbitration claim, initiated under the Commercial Rules of the American Arbitration Association, alleges (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud. Currently, the Company is seeking at least $50 million in damages in its amended statement of claim. In an amended statement of claim, the Company asserted the claims set forth above as well as an additional claim for professional malpractice. The arbitrator subsequently granted inVentiv’s motion to dismiss the professional malpractice claim based on the “economic loss doctrine” which, under New Jersey law, is a legal doctrine that, under certain circumstances, prohibits bringing a negligence-based claim alongside a claim for breach of contract. The arbitrator denied the remainder of inVentiv’s motion, which had sought to dismiss certain other aspects of the amended statement of claim. In particular, the arbitrator rejected inVentiv’s argument that several aspects of the amended statement of claim were beyond the arbitrator’s jurisdiction. In connection with the pending arbitration proceedings, inVentiv has asserted counterclaims against the Company for (i) breach of contract, seeking at least $2 million in damages for services allegedly performed by inVentiv; (ii) breach of contract, seeking at least $1 million in damages for the alleged use of inVentiv’s name in connection with publications and promotions in violation of the parties’ contract; (iii) opportunistic breach, restitution and unjust enrichment, seeking at least $20 million in disgorgement of alleged unjust profits allegedly made by the Company as a result of the purported breaches referenced in subsection (ii); and (iv) defamation, seeking at least $1 million in damages for allegedly defamatory statements made about inVentiv. The Company believes inVentiv’s counterclaims are meritless and intends to vigorously defend against them. However, if such defense is unsuccessful, and inVentiv successfully asserts any of its counterclaims, such an adverse determination could have a material adverse effect on the Company’s business, results, financial condition and liquidity. In October 2015 the Company signed an arbitration funding agreement with a company established by Lake Whillans Litigation Finance, LLC, a firm specializing in funding litigation expenses. Pursuant to the agreement, an affiliate of Lake Whillans provides the Company with up to $5 million in funding for litigation expenses to support its arbitration claims against inVentiv. The funding is available to the Company to fund the expenses of the ongoing arbitration and will only be repaid if the Company receives proceeds from the arbitration. During the three months ended December 31, 2015, the Company recognized a gain of approximately $1.1 million on the derecognition of legal fees to record the transfer of the liability that existed prior to the execution of the financing agreement from the Company to Lake Whillans. The gain on derecognition of legal fees is recorded as a reduction of general and administration expenses on the Statement of Operations. All related legal fees are directly billed to and paid by Lake Whillans. As part of the agreement with Lake Whillans, the law firm agreed to cap its fees and expenses for the arbitration at $5 million. The arbitration has been going on longer than expected, but it is finally nearing its end. The hearing (the “trial”) started on September 26, 2016 and was originally scheduled to end in November/December of 2016. Instead it is still ongoing, but we expect it to end during the second quarter of 2017. Lease Agreements The Company leases a building near Baltimore, Maryland. The building was remodeled in accordance with the Company’s specifications so that it can be used by the Company to manufacture Multikine for the Company’s Phase 3 clinical trial and sales of the drug if approved by the FDA. The lease is for a term of twenty years and requires annual base rent to escalate each year at 3%. The Company is required to pay all real estate and personal property taxes, insurance premiums, maintenance expenses, repair costs and utilities. The lease allows the Company, at its election, to extend the lease for two ten-year periods or to purchase the building at the end of the 20-year lease. The Company was required to deposit the equivalent of one year of base rent in accordance with the lease. When the Company meets the minimum cash balance required by the lease, the deposit will be returned to the Company. The approximate $1.7 million deposit is included in non-current assets at March 31, 2017 and September 30, 2016. The Company subleases a portion of its rental space on a month-to-month term lease, which requires a 30 day notice for termination. The Company receives approximately $6,000 per month in rent for the sub-leased space. The Company leases its research and development laboratory under a 60 month lease which expires February 28, 2022. The operating lease includes escalating rental payments. The Company is recognizing the related rent expense on a straight line basis over the full 60 month term of the lease at the rate of approximately $13,000 per month. As of March 31, 2017 and September 30, 2016, the Company has recorded a deferred rent liability of approximately $1,000 and $2,000, respectively. The Company leases its office headquarters under a 60 month lease which expires June 30, 2020. The operating lease includes escalating rental payments. The Company is recognizing the related rent expense on a straight line basis over the full 60 month term of the lease at the rate approximately $8,000 per month. As of March 31, 2017 and September 30, 2016, the Company has recorded a deferred rent liability of approximately $18,000. The Company leases office equipment under a capital lease arrangement. The term of the capital lease is 60 months and expires on October 31, 2021. The monthly lease payment is $505. The lease bears interest at approximately 6.25% per annum. The Company’s previous equipment lease expired on September 30, 2016.

G. PATENTS

G. PATENTS	6 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
G. PATENTS	During the six and three months ended March 31, 2017 and 2016, no patent impairment charges were recorded. For the six and three months ended March 31, 2017, amortization of patent costs totaled approximately $19,000 and $10,000, respectively. For the six and three months ended March 31, 2016, amortization of patent costs totaled approximately $18,000 and $9,000, respectively. The total estimated future amortization expense is approximately as follows: Six months ending September 30, 2017 $ 18,308 Year ending September 30, 2018 36,487 2019 34,784 2020 31,590 2021 28,290 2022 24,488 Thereafter 65,267 Total $ 239,214

H. LOSS PER COMMON SHARE

H. LOSS PER COMMON SHARE	6 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
H. LOSS PER COMMON SHARE	The following tables provide the details of the basic and diluted loss per-share (LPS) computations: Six Months Ended March 31, 2017 Net Loss Weighted Average Shares LPS Basic loss per share $ (4,872,687 ) 166,245,352 $ (0.03 ) Gain on derivatives (1) (330,124 ) 819,443 Dilutive earnings per share $ (5,202,811 ) 167,064,794 $ (0.03 ) (1) Includes Series FF, GG, HH, II and JJ warrants. Three Months Ended March 31, 2017 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (8,409,489 ) 182,994,027 $ (0.05 ) Six Months Ended March 31, 2016 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (6,503,042 ) 114,070,776 $ (0.06 ) Three Months Ended March 31, 2016 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (8,844,855 ) 118,420,327 $ (0.07 ) The gain on derivatives priced lower than the average market price during the period is excluded from the numerator and the related shares are excluded from the denominator in calculating diluted loss per share. In accordance with the contingently issuable shares guidance of FASB ASC Topic 260, Earnings Per Share 2017 2016 Options and Warrants 200,944,966 78,710,846 Unvested Restricted Stock 15,100,000 15,100,000 Total 216,044,966 93,810,846

I. SUBSEQUENT EVENTS

I. SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
I. SUBSEQUENT EVENTS	On April 30, 2017, the Company entered into a securities purchase agreement with an institutional investor whereby it sold 13,199,000 shares of its common stock for aggregate gross proceeds of approximately $1.51 million, or $0.115 per share, in a registered direct offering. In a concurrent private placement, the Company also issued to the purchaser of the Company’s common stock, Series KK warrants to purchase 9,899,250 shares of common stock. The warrants can be exercised at a price of $0.1214 per share, commencing six months after the date of issuance and ending five and a half years after the date of issuance. In addition, the Company agreed to issue 659,950 Series LL warrants to the Placement Agent as part of its compensation. The Series LL warrants are subject to a 180-day lock-up and may be exercised at any time on or after October 30, 2017 and on or before April 30, 2022 at a price of $0.14375 per share.

A. SUMMARY OF SIGNIFICANT ACC15

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	6 Months Ended
	Mar. 31, 2017
A. Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying condensed financial statements of CEL-SCI Corporation (the Company) are unaudited and certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. While management of the Company believes that the disclosures presented are adequate to make the information presented not misleading, these interim condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10-K for the year ended September 30, 2016. In the opinion of management, the accompanying unaudited condensed financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of March 31, 2017 and the results of its operations for the six months then ended. The condensed balance sheet as of September 30, 2016 is derived from the September 30, 2016 audited financial statements. Significant accounting policies have been consistently applied in the interim financial statements and the annual financial statements. The results of operations for the three and six months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note B.
Research and Office Equipment and Leasehold Improvements	Research and Office Equipment and Leasehold Improvements
Patents	Patents
Research and Development Costs	Research and Development Costs
Income Taxes	Income Taxes
Derivative Instruments	Derivative Instruments
Deferred Rent (Asset)	Deferred Rent (Asset)
Stock-Based Compensation	Stock-Based Compensation Equity instruments issued to non-employees are accounted for in accordance with ASC 505-50, “Equity-Based Payments to Non Employees.” Accordingly, compensation is recognized when goods or services are received and is measured using the Black-Scholes valuation model. The Black-Scholes model requires various judgmental assumptions regarding the fair value of the equity instruments at the measurement date and the expected life of the options. The Company has Incentive Stock Option Plans, Non-Qualified Stock Option Plans, a Stock Compensation Plan, Stock Bonus Plans and an Incentive Stock Bonus Plan. In some cases, these Plans are collectively referred to as the "Plans". All Plans have been approved by the stockholders. The Company’s stock options are not transferable, and the actual value of the stock options that an employee may realize, if any, will depend on the excess of the market price on the date of exercise over the exercise price. The Company has based its assumption for stock price volatility on the variance of daily closing prices of the Company’s stock. The risk-free interest rate assumption was based on the U.S. Treasury rate at date of the grant with term equal to the expected life of the option. Historical data was used to estimate option exercise and employee termination within the valuation model. The expected term of options represents the period of time that options granted are expected to be outstanding and has been determined based on an analysis of historical exercise behavior. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense for new awards may differ materially in the future from that recorded in the current period. Vesting of restricted stock granted under the Incentive Stock Bonus Plan is subject to service, performance and market conditions and meets the classification of equity awards. These awards were measured at market value on the grant-dates for issuances where the attainment of performance criteria is likely and at fair value on the grant-dates, using a Monte Carlo simulation for issuances where the attainment of performance criteria is uncertain. The total compensation cost will be expensed over the estimated requisite service period.
New Accounting Pronouncements	In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018, but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its financial statements and related disclosures. No other recently issued guidance is expected to have a material impact on the Company’s financial statements.

C. STOCKHOLDERS EQUITY (Tables)

C. STOCKHOLDERS EQUITY (Tables)	6 Months Ended
	Mar. 31, 2017
C. Stockholders Equity Tables
Stock options, stock bonuses and compensation granted by the Company	Stock options, stock bonuses and compensation granted by the Company as of March 31, 2017 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Options Plans 3,460,000 1,648,966 N/A 1,511,334 Non-Qualified Stock Option Plans 9,680,000 6,531,752 N/A 2,420,630 Stock Bonus Plans 5,594,000 N/A 4,448,479 1,144,694 Stock Compensation Plan 3,350,000 N/A 2,189,749 1,127,200 Incentive Stock Bonus Plan 16,000,000 N/A 15,600,000 400,000 Stock options, stock bonuses and compensation granted by the Company as of September 30, 2016 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Option Plans 3,460,000 1,648,966 N/A 1,511,334 Non-Qualified Stock Option Plans 9,680,000 6,940,321 N/A 2,059,261 Bonus Plans 5,594,000 N/A 3,161,211 2,431,962 Stock Compensation Plan 3,350,000 N/A 1,985,037 1,331,912 Incentive Stock Bonus Plan 16,000,000 N/A 15,600,000 400,000 Stock option activity Six Months Ended March 31, 2017 2016 Granted — 210,000 Expired 382,037 — Forfeited 26,532 50,998 Three Months Ended March 31, 2017 2016 Granted — 60,000 Expired 5,000 — Forfeited 26,532 28,032
Schedule of employees and non-employees stock compensation	Stock-Based Compensation Expense Six Months Ended March 31, 2017 2016 Employees $ 677,755 $ 845,100 Non-employees $ 112,778 $ 472,061 Three Months Ended March 31, 2017 2016 Employees $ 365,380 $ 417,190 Non-employees $ 34,225 $ 142,866
Derivative Liabilities, Warrants and Other Options	The following chart presents the outstanding warrants and non-employee options, listed by expiration date at March 31, 2017: Warrant Issue Date Shares Issuable upon Exercise of Warrant Exercise Price Expiration Date Reference Series DD 12/8/16 34,024,000 $ 0.18 6/8/17 1 Series N 8/18/08 2,844,627 $ 0.53 8/18/17 Series EE 12/8/16 34,024,000 $ 0.18 9/8/17 1 Series U 4/17/14 445,514 $ 1.75 10/17/17 1 Series S 10/11/13- 10/24/14 25,928,010 $ 1.25 10/11/18 1 Series V 5/28/15 20,253,164 $ 0.79 5/28/20 1 Series W 10/28/15 17,223,248 $ 0.67 10/28/20 1 Series X 1/13/16 3,000,000 $ 0.37 1/13/21 Series Y 2/15/16 650,000 $ 0.48 2/15/21 Series ZZ 5/23/16 500,000 $ 0.55 5/18/21 1 Series BB 8/26/16 400,000 $ 0.55 8/22/21 1 Series Z 5/23/16 6,600,000 $ 0.55 11/23/21 1 Series FF 12/8/16 1,701,200 $ 0.16 12/1/21 1 Series CC 12/8/16 17,012,000 $ 0.20 12/8/21 1 Series HH 2/23/17 500,000 $ 0.13 2/16/22 1 Series AA 8/26/16 5,000,000 $ 0.55 2/22/22 1 Series JJ 3/14/17 750,000 $ 0.13 3/8/22 1 Series GG 2/23/17 10,000,000 $ 0.12 8/23/22 1 Series II 3/14/17 15,000,000 $ 0.12 9/14/22 1 Consultants 12/28/12- 7/1/16 570,000 $ 0.37- $2.80 4/24/17- 6/30/19 2
Tabular disclosure of derivative liabilities at fair value	The table below presents the warrant liabilities and their respective balances at the balance sheet dates: March 31, September 30, Series S warrants $ 531,525 $ 3,111,361 Series U warrants — — Series V warrants 202,532 1,620,253 Series W warrants 190,443 1,799,858 Series Z warrants 142,341 970,604 Series ZZ warrants 9,414 70,609 Series AA warrants 116,996 763,661 Series BB warrants 8,250 58,588 Series CC warrants 630,554 — Series DD warrants 29,324 — Series EE warrants 179,169 — Series FF warrants 73,816 — Series GG warrants 506,426 — Series HH warrants 24,290 — Series II warrants 755,040 — Series JJ warrants 36,625 — Total warrant liabilities $ 3,436,745 $ 8,394,934
Schedule Of Gains and (Losses) on Derivative Liabilities	The table below presents the gains on the warrant liabilities for the six months ended March 31: 2017 2016 Series S warrants $ 2,579,836 $ 3,147,660 Series U warrants — 26,731 Series V warrants 1,417,721 1,822,785 Series W warrants 1,609,415 532,054 Series Z warrants 828,263 — Series ZZ warrants 61,195 — Series AA warrants 646,665 — Series BB warrants 50,338 — Series CC warrants 429,869 — Series DD warrants 413,948 — Series EE warrants 512,238 — Series FF warrants 47,166 — Series GG warrants 108,211 — Series HH warrants 5,340 — Series II warrants 161,419 — Series JJ warrants 7,988 — Net gain on warrant liabilities $ 8,879,612 $ 5,529,230 The table below presents the gains and (losses) on the warrant liabilities for the three months ended March 31: 2017 2016 Series S warrants $ (41,485 ) $ 321,507 Series U warrants — (4,455 ) Series V warrants — (1,417,721 ) Series W warrants (58,189 ) (1,493,061 ) Series Z warrants (40,524 ) — Series ZZ warrants (2,689 ) — Series AA warrants (32,904 ) — Series BB warrants (2,334 ) — Series CC warrants (174,623 ) — Series DD warrants 43,029 — Series EE warrants (2,365 ) — Series FF warrants (19,574 ) — Series GG warrants 108,211 — Series HH warrants 5,340 — Series II warrants 161,419 — Series JJ warrants 7,988 — Net loss on warrant liabilities $ (48,700 ) $ (2,593,730 )

D. FAIR VALUE MEASUREMENTS (Tab

D. FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Mar. 31, 2017
D. Fair Value Measurements Tables
Measured at fair value on a recurring basis	The table below sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the condensed balance sheet at March 31, 2017: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Derivative instruments $ 531,525 $ — $ 2,905,220 $ 3,436,745 The table below sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the condensed balance sheet at September 30, 2016: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Derivative instruments $ 3,111,361 $ — $ 5,283,573 $ 8,394,934
Reconciliation of beginning and ending balances related to fair value measurements using significant unobservable inputs (Level 3)	The following sets forth the reconciliation of beginning and ending balances related to fair value measurements using significant unobservable inputs (Level 3) for the six months ended March 31, 2017 and the year ended September 30, 2016: (Six Months Ended) March 31, 2017 (Year Ended) September 30, 2016 Beginning balance $ 5,283,573 $ 6,323,032 Issuances 3,921,423 8,722,073 Realized and unrealized gains (6,299,776 ) (9,761,532 ) Ending balance $ 2,905,220 $ 5,283,573

G. PATENTS (Tables)

G. PATENTS (Tables)	6 Months Ended
	Mar. 31, 2017
G. Patents Tables
Schedule of total estimated future amortization	Six months ending September 30, 2017 $ 18,308 Year ending September 30, 2018 36,487 2019 34,784 2020 31,590 2021 28,290 2022 24,488 Thereafter 65,267 Total $ 239,214

H. LOSS PER COMMON SHARE (Table

H. LOSS PER COMMON SHARE (Tables)	6 Months Ended
	Mar. 31, 2017
H. Loss Per Common Share Tables
Computation of dilutive net loss per share	The following tables provide the details of the basic and diluted loss per-share (LPS) computations: Six Months Ended March 31, 2017 Net Loss Weighted Average Shares LPS Basic loss per share $ (4,872,687 ) 166,245,352 $ (0.03 ) Gain on derivatives (1) (330,124 ) 819,443 Dilutive earnings per share $ (5,202,811 ) 167,064,794 $ (0.03 ) (1) Includes Series FF, GG, HH, II and JJ warrants. Three Months Ended March 31, 2017 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (8,409,489 ) 182,994,027 $ (0.05 ) Six Months Ended March 31, 2016 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (6,503,042 ) 114,070,776 $ (0.06 ) Three Months Ended March 31, 2016 Net Loss Weighted Average Shares LPS Basic and dilutive loss per share $ (8,844,855 ) 118,420,327 $ (0.07 )
Antidilutive securities	In accordance with the contingently issuable shares guidance of FASB ASC Topic 260, Earnings Per Share 2017 2016 Options and Warrants 200,944,966 78,710,846 Unvested Restricted Stock 15,100,000 15,100,000 Total 216,044,966 93,810,846

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Mar. 31, 2017	Sep. 30, 2016
Incentive Stock Option Plans
Total Shares Reserved Under Plans	3,460,000	3,460,000
Shares Reserved for Outstanding Options	1,648,966	1,648,966
Shares Issued
Remaining Options/Shares Under Plans	1,511,334	1,511,334
Non Qualified Stock Option Plans
Total Shares Reserved Under Plans	9,680,000	9,680,000
Shares Reserved for Outstanding Options	6,531,752	6,940,321
Shares Issued
Remaining Options/Shares Under Plans	2,420,630	2,059,261
Stock Bonus Plans
Total Shares Reserved Under Plans	5,594,000	5,594,000
Shares Reserved for Outstanding Options
Shares Issued	4,448,479	3,161,211
Remaining Options/Shares Under Plans	1,144,694	2,431,962
Stock Compensation Plan
Total Shares Reserved Under Plans	3,350,000	3,350,000
Shares Reserved for Outstanding Options
Shares Issued	2,189,749	1,985,037
Remaining Options/Shares Under Plans	1,127,200	1,331,912
Incentive Stock Bonus Plan
Total Shares Reserved Under Plans	16,000,000	16,000,000
Shares Reserved for Outstanding Options
Shares Issued	15,600,000	15,600,000
Remaining Options/Shares Under Plans	400,000	400,000

C. STOCKHOLDERS EQUITY (Detai21

C. STOCKHOLDERS EQUITY (Details 1) - shares	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
C. Stockholders Equity Details 1
Granted	0	60,000	0	210,000
Expired	5,000	0	382,037	0
Forfeited	26,532	28,032	26,532	50,998

C. STOCKHOLDERS EQUITY (Detai22

C. STOCKHOLDERS EQUITY (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
C. Stockholders Equity Details 2
Employees	$ 365,380	$ 417,190	$ 677,755	$ 845,100
Non-employees	$ 34,225	$ 142,866	$ 112,778	$ 472,061

C. STOCKHOLDERS EQUITY (Detai23

C. STOCKHOLDERS EQUITY (Details 3)	6 Months Ended
	Mar. 31, 2017$ / sharesshares
Series DD [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	34,024,000
Exercise Price	$ 0.18
Expiration Date	6/8/2017
Series N [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/18/2008
Shares Issuable upon Exercise of Warrant | shares	2,844,627
Exercise Price	$ 0.53
Expiration Date	8/18/2017
Series EE [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	34,024,000
Exercise Price	$ 0.18
Expiration Date	9/8/2017
Series U [Member]
STOCKHOLDERS' EQUITY
Issue Date	4/17/2014
Shares Issuable upon Exercise of Warrant | shares	445,514
Exercise Price	$ 1.75
Expiration Date	10/17/2017
Series S [Member]
STOCKHOLDERS' EQUITY
Issue Date	10/11/13- 10/24/14
Shares Issuable upon Exercise of Warrant | shares	25,928,010
Exercise Price	$ 1.25
Expiration Date	10/11/2018
Series V [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/28/2015
Shares Issuable upon Exercise of Warrant | shares	20,253,164
Exercise Price	$ 0.79
Expiration Date	5/28/2020
Series W [Member]
STOCKHOLDERS' EQUITY
Issue Date	10/28/2015
Shares Issuable upon Exercise of Warrant | shares	17,223,248
Exercise Price	$ 0.67
Expiration Date	10/28/2020
Series X [Member]
STOCKHOLDERS' EQUITY
Issue Date	1/13/2016
Shares Issuable upon Exercise of Warrant | shares	3,000,000
Exercise Price	$ 0.37
Expiration Date	1/13/2021
Series Y [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/15/2016
Shares Issuable upon Exercise of Warrant | shares	650,000
Exercise Price	$ 0.48
Expiration Date	2/15/2021
Series ZZ [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/23/2016
Shares Issuable upon Exercise of Warrant | shares	500,000
Exercise Price	$ 0.55
Expiration Date	5/18/2021
Series BB [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/26/2016
Shares Issuable upon Exercise of Warrant | shares	400,000
Exercise Price	$ 0.55
Expiration Date	8/22/2021
Series Z [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/23/2016
Shares Issuable upon Exercise of Warrant | shares	6,600,000
Exercise Price	$ 0.55
Expiration Date	11/23/2021
Series FF [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	1,701,200
Exercise Price	$ 0.16
Expiration Date	12/1/2021
Series CC [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	17,012,000
Exercise Price	$ 0.2
Expiration Date	12/8/2021
Series HH [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/23/2017
Shares Issuable upon Exercise of Warrant | shares	500,000
Exercise Price	$ 0.13
Expiration Date	2/16/2022
Series AA [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/26/2016
Shares Issuable upon Exercise of Warrant | shares	5,000,000
Exercise Price	$ 0.55
Expiration Date	2/22/2022
Series JJ [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/14/2017
Shares Issuable upon Exercise of Warrant | shares	750,000
Exercise Price	$ 0.13
Expiration Date	3/8/2022
Series GG [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/23/2017
Shares Issuable upon Exercise of Warrant | shares	10,000,000
Exercise Price	$ 0.12
Expiration Date	8/23/2022
Series II [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/14/2017
Shares Issuable upon Exercise of Warrant | shares	15,000,000
Exercise Price	$ 0.12
Expiration Date	9/14/2022
Consultants [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/28/12- 7/1/16
Shares Issuable upon Exercise of Warrant | shares	570,000
Exercise Price Minimum	$ .37
Exercise Price Maximum	$ 2.80
Expiration Date	4/24/17- 6/30/19

C. STOCKHOLDERS EQUITY (Detai24

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Sep. 30, 2016
C. Stockholders Equity Details 4
Series S warrants	$ 531,525		$ 531,525		$ 3,111,361
Series U warrants	0		0		0
Series V warrants	202,532		202,532		1,620,253
Series W warrants	190,443		190,443		1,799,858
Series Z warrants	142,341		142,341		970,604
Series ZZ warrants	9,414		9,414		70,609
Series AA warrants	116,996		116,996		763,661
Series BB warrants	8,250		8,250		58,588
Series CC warrants	630,554		630,554		0
Series DD warrants	29,324		29,324		0
Series EE warrants	179,169		179,169		0
Series FF warrants	73,816		73,816		0
Series GG warrants	506,426		506,426		0
Series HH warrants	24,290		24,290		0
Series II warrants	755,040		755,040		0
Series JJ warrants	36,625		36,625		0
Total warrant liabilities	3,436,745		3,436,745		$ 8,394,934
Series S warrants	2,579,836	$ 3,147,660	(41,485)	$ 321,507
Series U warrants	0	26,731	0	(4,455)
Series V warrants	1,417,721	1,822,785	0	(1,417,721)
Series W warrants	1,609,415	532,054	(58,189)	(1,493,061)
Series Z warrants	828,263	0	(40,524)	0
Series ZZ warrants	61,195	0	(2,689)	0
Series AA warrants	646,665	0	(32,904)	0
Series BB warrants	50,338	0	(2,334)	0
Series CC warrants	429,869	0	(174,623)	0
Series DD warrants	413,948	0	43,029	0
Series EE warrants	512,238	0	(2,365)	0
Series FF warrants	47,166	0	(19,574)	0
Series GG warrants	108,211	0	108,211	0
Series HH warrants	5,340	0	5,340	0
Series II warrants	161,419	0	161,419	0
Series JJ warrants	7,988	0	7,988	0
Net gain on warrant liabilities	$ 8,879,612	$ 5,529,230	$ (48,700)	$ (2,593,730)

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2017	Sep. 30, 2016
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	$ 531,525	$ 3,111,361
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	2,905,220	5,283,573
Total
Derivative instruments	$ 3,436,745	$ 8,394,934

D. FAIR VALUE MEASUREMENTS (D26

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Mar. 31, 2017	Sep. 30, 2016
D. Fair Value Measurements Details 1
Beginning balance	$ 5,283,573	$ 6,323,032
Issuances	3,921,423	8,722,073
Realized and unrealized gains	(6,299,776)	(9,761,532)
Ending balance	$ 2,905,220	$ 5,283,573

E. RELATED PARTY LOAN (Details

E. RELATED PARTY LOAN (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
E. Related Party Loan Details Narrative
Interest expense paid to Mr. de Clara	$ 0	$ 10,000	$ 0	$ 43,000

G. PATENTS (Details)

G. PATENTS (Details) - USD ($)	Mar. 31, 2017	Sep. 30, 2016
G. Patents Details
Six months ending September 30, 2017	$ 18,308
Year ending September 30, 2018	36,487
Year ending September 30, 2019	34,784
Year ending September 30, 2020	31,590
Year ending September 30, 2021	28,290
Year ending September 30, 2022	24,488
Thereafter	65,267
Total	$ 239,214	$ 256,547

G. PATENTS (Details Narrative)

G. PATENTS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
G. Patents Details Narrative
Patent impairment charges	$ 0	$ 0	$ 0	$ 0
Amortization of patent costs	$ 10,000	$ 9,000	$ 19,000	$ 18,000

H. LOSS PER COMMON SHARE (Detai

H. LOSS PER COMMON SHARE (Details) - USD ($)		3 Months Ended		6 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
H. Loss Per Common Share Details
Net Loss		$ (8,409,489)	$ (8,844,855)	$ (4,872,687)	$ (6,503,042)
Gain on derivatives	[1]			(330,124)
Net Loss, Diluted				$ (5,202,811)
Weighted Average Shares - Basic				166,245,352	114,070,776
Gain on derivatives, shares	[1]			819,443
Weighted Average Shares - Diluted				167,064,795	114,070,776
Weighted Average Shares - Basic and Diluted		182,994,027	118,420,327		114,070,776
Basic earnings per share				$ (0.03)	$ (0.06)
Dilutive earnings per share				$ (0.03)	(0.06)
Basic and dilutive loss per share		$ (0.05)	$ (0.07)		$ (.06)
[1]	Includes Series FF, GG, HH, II and JJ warrants.

H. LOSS PER COMMON SHARE (Det31

H. LOSS PER COMMON SHARE (Details 1) - shares	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
H. Loss Per Common Share Details 1
Options and Warrants	200,944,966	78,710,846
Unvested Restricted Stock	15,100,000	15,100,000
Total	216,044,966	93,810,846