CEL-SCI (CVM) 10-Q/A 11 Dec 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2016	Feb. 03, 2017
Document And Entity Information
Entity Registrant Name	CEL SCI CORP
Entity Central Index Key	725,363
Document Type	10-Q/A
Document Period End Date	Dec. 31, 2016
Amendment Flag	true
Amendment Description	In October 2008, the Company entered into an agreement whereby the Company leased a building owned by a third party. The Company accounted for the arrangement as an operating lease under ASC 840, Accounting for Leases In November 2017, the Company determined that the lease should have been treated as a financing obligation rather than an operating lease. Accordingly, this amended 10-Q is filed to correct the manner in which the Company accounted for the lease. See Note I. Restatement, to the accompanying financial statements, In addition, per share data, including earnings per share amounts, in this amended 10-Q have been adjusted to reflect a 1 for 25 reverse stock split which became effective on the NYSE American on June 15, 2017. As a result of the error described above, management has concluded that the Company’s internal control over financial reporting and its disclosure controls and procedures were not effective as of the end of this reporting period. The effects of the material weaknesses are discussed in more detail in Item 4, Controls and Procedures.
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		7,638,618
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Sep. 30, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 2,386,673	$ 2,917,996
Receivables	4,128	394,515
Prepaid expenses	866,987	981,677
Deposits - current portion	154,995	154,995
Inventory used for R&D and manufacturing	694,504	1,008,642
Total current assets	4,107,287	5,457,825
PROPERTY AND EQUIPMENT, net	17,225,860	17,350,836
PATENT COSTS, net	247,267	256,547
DEPOSITS	1,670,917	1,820,917
TOTAL ASSETS	23,251,331	24,886,125
CURRENT LIABILITIES:
Accounts payable	2,741,353	3,091,512
Accrued expenses	319,476	378,672
Due to employees	476,413	538,278
Derivative instruments, current portion	249,157	0
Other current liabilities	7,203	3,310
Total current liabilities	3,793,602	4,011,772
Derivative instruments - net of current portion	1,533,549	8,394,934
Lease liability	13,062,236	13,011,023
Deferred revenue	125,000	125,000
Other Liabilities	42,447	22,609
Total liabilities	18,556,834	25,565,338
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (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, 7,633,803 and 6,235,035 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively	76,338	62,350
Additional paid-in capital	286,488,128	284,649,559
Accumulated deficit	(281,869,969)	(285,391,122)
Total stockholders' equity (deficit)	4,694,497	(679,213)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 23,251,331	$ 24,886,125

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2016	Sep. 30, 2016
Stockholders Equity
Preferred Stock Shares Par Value	$ .01	$ .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	$ .01	$ .01
Common Stock Shares Authorized	600,000,000	600,000,000
Common Stock Shares Issued	7,633,803	6,235,035
Common Stock Shares Outstanding	7,633,803	6,235,035

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
GRANT INCOME AND OTHER	$ 17,258	$ 20,976
OPERATING EXPENSES:
Research and development	3,548,257	4,692,908
General & administrative	1,407,009	634,601
Total operating expenses	4,955,266	5,327,509
OPERATING LOSS	(4,938,008)	(5,306,533)
GAIN ON DERIVATIVE INSTRUMENTS	8,928,312	8,122,960
INTEREST EXPENSE, NET	(469,151)	(483,693)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$ 3,521,153	$ 2,332,734
NET INCOME PER COMMON SHARE
BASIC	$ 0.59	$ 0.53
DILUTED	$ 0.32	$ 0.53
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	5,994,431	4,390,740
DILUTED	6,084,708	4,465,591

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 3,521,153	$ 2,332,734
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	159,173	170,177
Issuance of common stock and options for services	78,553	329,195
Equity based compensation	312,375	427,910
Common stock contributed to 401(k) plan	38,372	40,995
Loss on retired equipment	1,187	115
Gain on derivative instruments	(8,928,312)	(8,122,960)
Capitalized lease interest	51,213	57,468
(Increase)/decrease in assets:
Receivables	85,046	75,206
Prepaid expenses	96,507	51,628
Inventory used for R&D and manufacturing	314,138	58,798
Deposits	150,000	150,000
Increase/(decrease) in liabilities:
Accounts payable	(75,029)	(1,666,792)
Accrued expenses	(59,196)	280,032
Deferred revenue	0	(1,639)
Due to employees	17,110	(25,056)
Deferred rent liability	(1,496)	4,245
Net cash used in operating activities	(4,239,206)	(5,837,944)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	0	(14,831)
Net cash used in investing activities	0	(14,831)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	3,709,931	10,550,538
Payments on obligations under capital lease	(2,048)	(2,194)
Net cash provided by financing activities	3,707,883	10,548,344
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(531,323)	4,695,569
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,917,996	5,726,682
CASH AND CASH EQUIVALENTS, END OF PERIOD	2,386,673	10,422,251
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	366,267
Research and office equipment included in accounts payable at year end	0	6,814
Capital lease payments included in accounts payable	372	739
Property and equipment acquired through capital lease	26,104	0
Fair value of warrants issued in connection with public offering	2,316,084	5,060,771
Financing costs included in accounts payable	77,987	21,000
Prepaid consulting services paid with issuance of common stock	(18,183)	8,177
Cash paid for interest expense	$ 469,366	$ 504,798

A. BASIS OF PRESENTATION AND SU

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
A. BASIS OF PRESENTATION AND 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 December 31, 2016 and the results of its operations for the three 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 months ended December 31, 2016 and 2015 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 Leases – 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 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.

B. OPERATIONS AND FINANCING

B. OPERATIONS AND FINANCING	3 Months Ended
	Dec. 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 three months ended December 31, 2016, the Company raised approximately $3.7 million net proceeds from a public offering. 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 $36.0 million as of December 31, 2016 on direct costs for the Phase 3 clinical trial. The total remaining cash cost of the clinical trial is estimated to be approximately $13.5 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. The Company has 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. Should the FDA allow the amended protocol filed with them to proceed, the remaining cost of the Phase 3 clinical trial will be higher. It is therefore possible that the cost of the Phase 3 clinical trial will be higher than currently estimated. As of December 31, 2016, the Phase 3 clinical trial for Multikine was on a partial clinical hold. 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	3 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
C. STOCKHOLDERS' EQUITY	Stock options, stock bonuses and compensation granted by the Company as of December 31, 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 Options Plans 138,400 65,959 N/A 60,453 Non-Qualified Stock Option Plans 387,200 262,531 N/A 95,564 Stock Bonus Plans 223,760 N/A 160,157 63,570 Stock Compensation Plan 134,000 N/A 83,490 49,188 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 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 138,400 65,959 N/A 60,453 Non-Qualified Stock Option Plans 387,200 277,613 N/A 82,370 Bonus Plans 223,760 N/A 26,448 97,278 Stock Compensation Plan 134,000 N/A 79,401 53,276 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock option activity Three Months Ended December 31, 2016 2015 Granted - - Expired 15,081 - Forfeited - 919 Stock-Based Compensation Expense Three months Ended December 31, 2016 2015 Employees $ 312,375 $ 427,910 Non-employees $ 78,553 $ 329,195 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 December 31, 2016: Warrant Issue Date Shares Issuable upon Exercise of Warrant Exercise Price Expiration Date Reference Series P 2/10/12 23,600 $ 112.50 3/6/17 Series DD 12/8/16 1,360,960 $ 4.50 6/8/17 1 Series EE 12/8/16 1,360,960 $ 4.50 9/8/17 1 Series N 8/18/08 113,785 $ 13.18 8/18/17 Series U 4/17/14 17,821 $ 43.75 10/17/17 1 Series S 10/11/13 -10/24/14 1,037,120 $ 31.25 10/11/18 1 Series V 5/28/15 810,127 $ 19.75 5/28/20 1 Series W 10/28/15 688,930 $ 16.75 10/28/20 1 Series X 1/13/16 120,000 $ 9.25 1/13/21 Series Y 2/15/16 26,000 $ 12.00 2/15/21 Series Z 5/23/16 264,000 $ 13.75 11/23/21 1 Series ZZ 5/23/16 20,000 $ 13.75 5/18/21 1 Series BB 8/26/16 16,000 $ 13.75 8/22/21 1 Series FF 12/8/16 68,048 $ 4.00 12/1/21 1 Series CC 12/8/16 680,480 $ 5.00 12/8/21 1 Series AA 8/26/16 200,000 $ 13.75 2/22/22 1 Consultants 3/6/12- 7/1/16 23,000 $ 9.25- $87.50 3/5/17- 6/30/19 2 1. Derivative Liabilities The table below presents the warrant liabilities and their respective balances at the balance sheet dates: December 31, 2016 September 30, 2016 Series S warrants $ 490,040 $ 3,111,361 Series U warrants - - Series V warrants 202,532 1,620,253 Series W warrants 132,254 1,799,858 Series Z warrants 101,817 970,604 Series ZZ warrants 6,725 70,609 Series AA warrants 84,092 763,661 Series BB warrants 5,916 58,588 Series CC warrants 455,931 - Series DD warrants 72,353 - Series EE warrants 176,804 - Series FF warrants 54,242 - Total warrant liabilities $ 1,782,706 $ 8,394,934 The table below presents the gains on the warrant liabilities for the three months ended December 31: 2016 2015 Series S warrants $ 2,621,321 $ 2,826,153 Series U warrants - 31,186 Series V warrants 1,417,721 3,240,506 Series W warrants 1,667,604 2,025,115 Series Z warrants 868,787 - Series ZZ warrants 63,884 - Series AA warrants 679,569 - Series BB warrants 52,672 - Series CC warrants 604,492 - Series DD warrants 370,919 - Series EE warrants 514,603 - Series FF warrants 66,740 - Net gain on warrant liabilities $ 8,928,312 $ 8,122,960 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 December 8, 2016, the Company sold 1,360,960 shares of common stock and warrants to purchase common stock at a price of $3.13 in a public offering. The warrants consist of 680,480 Series CC warrants to purchase 680,480 shares of common stock, 1,360,960 Series DD warrants to purchase 1,360,960 shares of common stock and 1,360,960 Series EE warrants to purchase 1,360,960 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 $5.00 per share. The Series DD warrants are immediately exercisable, expire in six-months from the offering date and have an exercise price of $4.50 per share. The Series EE warrants are immediately exercisable, expire in nine-months from the offering date and have an exercise price of $4.50 per share. In addition, the Company issued 68,048 Series FF warrants to purchase 68,048 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 $3.91. 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 December 6, 2016, 105,000 Series R warrants, with an exercise price of $100.00, expired. The fair value of the Series R warrants was $0 on the date of expiration. On December 22, 2015, 48,000 Series Q warrants, with an exercise price of $125.00, 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 three months ended December 31, 2016, the Company issued 14,900 shares of common stock, of which 10,800 were restricted shares. The common stock was issued with stock prices ranging between $2.25 and $7.25 per share. During the three months ended December 31, 2015, the Company issued 17,700 shares of common stock, of which 13,600 were restricted shares. The common stock was issued with stock prices ranging between $10.25 and $18.00 per share. Additionally, during the three months ended December 31, 2015, the Company issued a consultant 6,000 options to purchase common stock at $15.00 per share and a fair value of $7.50 per share. 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 three months ended December 31, 2016 and 2015, the Company recorded total expense of approximately $79,000 and $329,000, respectively, relating to these consulting agreements. At December 31, 2016 and September 30, 2016, approximately $30,000 and $48,000, respectively, are included in prepaid expenses. As of December 31, 2016, the Company had 23,000 options outstanding, which were issued to consultants as payment for services. Of these 23,000 outstanding options, 19,000 were vested, all of which were issued from the Non-Qualified Stock Option plans.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 2016
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 December 31, 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 $ 490,040 $ - $ 1,292,666 $ 1,782,706 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 three months ended December 31, 2016 and the year ended September 30, 2016: 3 Months Ended 12 Months Ended December 31, 2016 September 30, 2016 Beginning balance $ 5,283,573 $ 6,323,032 Issuances 2,316,084 8,722,073 Realized and unrealized gains (6,306,991 ) (9,761,532 ) Ending balance $ 1,292,666 $ 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	3 Months Ended
	Dec. 31, 2016
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 26,000 shares of restricted stock; 13,000 shares upon his resignation and 13,000 on August 31, 2017. At December 31, 2016 and September 30, 2016, the fair value accrued for unissued shares was approximately $22,000 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 the trustee and a beneficiary. When the de Clara Trust demanded payment on the note, the Company sold 120,000 shares of its common stock and 120,000 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 $9.25 per share at any time on or before January 13, 2021. During the three months ended December 31, 2016 and 2015, the Company paid approximately $0 and $33,000, respectively, in interest expense to Mr. de Clara.

F. COMMITMENTS AND CONTINGENCIE

F. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Dec. 31, 2016
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 December 31, 2016, 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 hearing on the merits began on September 26, 2016. Lease Agreements The Company leases a manufacturing facility near Baltimore, Maryland (the San Tomas lease). 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 contributed approximately $9.3 million towards the tenant-directed improvements, of which $3.2 million is being refunded during years six through twenty through reduced rental payments. The landlord paid approximately $11.9 million towards the purchase of the building, land and the tenant-directed improvements. The Company placed the building in service in October 2008. The leased building is being depreciated using a straight line method over the 20 year lease term to a residual value. The landlord liability is being amortized over the 20 years using the effective interest method. Lease payments allocated to the landlord liability are accounted for as debt service payments on that liability using the finance method of accounting per ASC 840-40-55. 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 December 31, 2016 and September 30, 2016. Future minimum lease payments under the San Tomas lease as of December 31, 2016 are as follows: Nine months ending September 30, 2017 $ 1,269,000 Year ending September 30, 2018 1,747,000 2019 1,808,000 2020 1,872,000 2021 1,937,000 2022 2,004,000 Thereafter 13,758,000 Total future minimum lease obligation 24,395,000 Less imputed interest on financing obligation (11,333,000) Net present value of financing obligation $ 13,062,000 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, 2017. In September 2016, the lease was extended through 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 $11,000 per month. As of December 31, 2016 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 December 31, 2016 and September 30, 2016, the Company has recorded a deferred rent liability of approximately $18,000. As of December 31, 2016, material contractual obligations, excluding the San Tomas lease, consisting of operating lease payments are as follows: Nine months ending September 30, 2017 $ 183,000 Year ending September 30, 2018 251,000 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 1,162,000 During the three months ended December 31, 2016, the Company leased 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	3 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
G. PATENTS	During the three months ended December 31, 2016 and 2015, no patent impairment charges were recorded. For the three months ended December 31, 2016 and 2015, amortization of patent costs totaled approximately $9,000. The total estimated future amortization expense is as follows: Nine months ending September 30, 2017 $ 27,433 Year ending September 30, 2018 36,379 2019 34,676 2020 31,483 2021 28,183 2022 24,380 Thereafter 64,733 Total $ 247,267

H. EARNINGS PER COMMON SHARE

H. EARNINGS PER COMMON SHARE	3 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
H. EARNINGS PER COMMON SHARE	The following table provides the details of the basic and diluted earnings per-share computations: Three Months Ended December 31, 2016 Net Income – Restated (1) Weighted Average Shares EPS Basic earnings per share $ 3,521,153 5,994,431 $ 0.59 Gain on derivatives(2) (1,556,754 ) 90,277 Dilutive earnings per share $ 1,964,399 6,084,708 $ 0.32 (1) See Note I - Restatement (2) Includes certain Series CC, DD, EE and FF warrants Three Months Ended December 31, 2015 Net Income – Restated (1) Weighted Average Shares EPS Basic earnings per share $ 2,332,734 4,390,740 $ 0.53 Conversion of note payable 24,841 74,851 Dilutive earnings per share $ 2,357,575 4,465,591 $ 0.53 (1) See Note I - Restatement 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 2016 2015 Options and Warrants 6,946,179 2,991,061 Unvested Restricted Stock 604,000 604,000 Total 7,550,179 3,595,061

I. RESTATEMENT

I. RESTATEMENT	3 Months Ended
	Dec. 31, 2016
I. Restatement
I. RESTATEMENT	In October 2008, the Company entered into a lease arrangement whereby the Company leased a building owned by a third party, but to which the owner made tenant-directed improvements. Upon commencement of the lease, the Company accounted for the arrangement as an operating lease under ASC 840, Accounting for Leases However, in November 2017, the Company discovered an error in the way it accounted for the lease for the building since it was determined that, as the terms of the original lease required the Company to be responsible for possible cost overruns, (but of which there were none), the Company was deemed to be the owner of the leased building for accounting purposes only under ASC 840-40-55. In addition to the costs it incurred and capitalized for the tenant improvements, the Company should have reflected an asset on its balance sheet for the costs paid by the lessor to purchase and improve the building, as well as a corresponding liability. Upon completion of the improvements, the Company did not meet the “sale-leaseback” criteria under ASC 840-40-25, Accounting for Leases, Sale-Leaseback Transactions The corrections to the historical financial statements to apply ASC 840-40-25 do not affect the total cash payments the Company has made or is obligated to make under the lease agreement, nor does it change the total expense to be recognized over the lease term. However, the timing and nature of expense is different under this treatment as compared to operating lease treatment. Specifically, the Company should have recognized depreciation, expense on the building it is deemed to own and interest expense on the associated lease financing obligation, instead of rental expense. The accompanying financial statements for three months ended December 31, 2016 have been restated to reflect the correction of the error for the lease accounting. Accumulated deficit at September 30, 2016, was reduced by $276,855. The following is a summary of the restatements: December 31, 2016 Balance Sheet PREVIOUSLY REPORTED ADJUSTMENT RESTATED Total current assets $ 4,522,290 $ (415,003 ) $ 4,107,287 Other assets 5,405,599 13,738,445 19,144,044 Total assets 9,927,889 13,323,442 23,251,331 Total liabilities 5,494,598 13,062,236 18,556,834 Stockholders' equity 4,433,291 261,206 4,694,497 September 30, 2016 Balance Sheet PREVIOUSLY REPORTED ADJUSTMENT RESTATED Total current assets $ 5,887,646 $ (429,821 ) $ 5,457,825 Other assets 5,710,601 13,717,699 19,428,300 Total assets 11,598,247 13,287,878 24,886,125 Total liabilities 12,554,315 13,011,023 25,565,338 Stockholders' deficit (956,068 ) 276,855 (679,213 ) Three Months Ended December 31, 2016 Statement of Operations PREVIOUSLY REPORTED ADJUSTMENT RESTATED Research and development expenses $ 4,024,856 $ (476,599 ) $ 3,548,257 Total operating expenses 5,431,865 (476,599 ) 4,955,266 Operating loss (5,414,607 ) 476,599 (4,938,008 ) Interest income (expense), net 23,097 (492,248 ) (469,151 ) Net income 3,536,802 (15,649 ) 3,521,153 Net income per share - basic $ 0.59 $ 0.59 Net income per share - diluted $ 0.33 $ 0.32 Three Months Ended December 31, 2015 Statement of Operation PREVIOUSLY REPORTED ADJUSTMENT RESTATED Research and development expenses $ 5,169,507 $ (476,599 ) $ 4,692,908 Total operating expenses 5,804,108 (476,599 ) 5,327,509 Operating loss (5,783,132 ) 476,599 (5,306,533 ) Interest income (expense), net 1,985 (485,678 ) (483,693 ) Net income 2,341,813 (9,079 ) 2,332,734 Net income per share - basic and diluted $ 0.53 $ 0.53 Accumulated Deficit PREVIOUSLY REPORTED, SEPTEMBER 30, 2016 $ (285,667,977 ) ADJUSTMENT 276,855 RESTATED BALANCE, SEPTEMBER 30, 2016 (285,391,122 ) Net income - RESTATED 3,521,153 BALANCE, DECEMBER 31, 2016 $ (281,869,969 )

J. SUBSEQUENT EVENTS

J. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
J. SUBSEQUENT EVENTS	The Company has evaluated subsequent events through the date these financial statements were filed and determined there are no subsequent events that require disclosure.

A. BASIS OF PRESENTATION AND 16

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	3 Months Ended
	Dec. 31, 2016
A. Basis Of Presentation And 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 December 31, 2016 and the results of its operations for the three 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 months ended December 31, 2016 and 2015 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	Deferred Rent
Leases	Leases –
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 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.

C. STOCKHOLDERS EQUITY (Tables)

C. STOCKHOLDERS EQUITY (Tables)	3 Months Ended
	Dec. 31, 2016
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 December 31, 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 Options Plans 138,400 65,959 N/A 60,453 Non-Qualified Stock Option Plans 387,200 262,531 N/A 95,564 Stock Bonus Plans 223,760 N/A 160,157 63,570 Stock Compensation Plan 134,000 N/A 83,490 49,188 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 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 138,400 65,959 N/A 60,453 Non-Qualified Stock Option Plans 387,200 277,613 N/A 82,370 Bonus Plans 223,760 N/A 26,448 97,278 Stock Compensation Plan 134,000 N/A 79,401 53,276 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock option activity Three Months Ended December 31, 2016 2015 Granted - - Expired 15,081 - Forfeited - 919
Schedule of employees and non-employees stock compensation	Three months Ended December 31, 2016 2015 Employees $ 312,375 $ 427,910 Non-employees $ 78,553 $ 329,195
Derivative Liabilities, Warrants and Other Options	Warrant Issue Date Shares Issuable upon Exercise of Warrant Exercise Price Expiration Date Reference Series P 2/10/12 23,600 $ 112.50 3/6/17 Series DD 12/8/16 1,360,960 $ 4.50 6/8/17 1 Series EE 12/8/16 1,360,960 $ 4.50 9/8/17 1 Series N 8/18/08 113,785 $ 13.18 8/18/17 Series U 4/17/14 17,821 $ 43.75 10/17/17 1 Series S 10/11/13 -10/24/14 1,037,120 $ 31.25 10/11/18 1 Series V 5/28/15 810,127 $ 19.75 5/28/20 1 Series W 10/28/15 688,930 $ 16.75 10/28/20 1 Series X 1/13/16 120,000 $ 9.25 1/13/21 Series Y 2/15/16 26,000 $ 12.00 2/15/21 Series Z 5/23/16 264,000 $ 13.75 11/23/21 1 Series ZZ 5/23/16 20,000 $ 13.75 5/18/21 1 Series BB 8/26/16 16,000 $ 13.75 8/22/21 1 Series FF 12/8/16 68,048 $ 4.00 12/1/21 1 Series CC 12/8/16 680,480 $ 5.00 12/8/21 1 Series AA 8/26/16 200,000 $ 13.75 2/22/22 1 Consultants 3/6/12- 7/1/16 23,000 $ 9.25- $87.50 3/5/17- 6/30/19 2
Tabular disclosure of derivative liabilities at fair value	December 31, 2016 September 30, 2016 Series S warrants $ 490,040 $ 3,111,361 Series U warrants - - Series V warrants 202,532 1,620,253 Series W warrants 132,254 1,799,858 Series Z warrants 101,817 970,604 Series ZZ warrants 6,725 70,609 Series AA warrants 84,092 763,661 Series BB warrants 5,916 58,588 Series CC warrants 455,931 - Series DD warrants 72,353 - Series EE warrants 176,804 - Series FF warrants 54,242 - Total warrant liabilities $ 1,782,706 $ 8,394,934
Schedule Of Gains and (Losses) on Derivative Liabilities	2016 2015 Series S warrants $ 2,621,321 $ 2,826,153 Series U warrants - 31,186 Series V warrants 1,417,721 3,240,506 Series W warrants 1,667,604 2,025,115 Series Z warrants 868,787 - Series ZZ warrants 63,884 - Series AA warrants 679,569 - Series BB warrants 52,672 - Series CC warrants 604,492 - Series DD warrants 370,919 - Series EE warrants 514,603 - Series FF warrants 66,740 - Net gain on warrant liabilities $ 8,928,312 $ 8,122,960

D. FAIR VALUE MEASUREMENTS (Tab

D. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Dec. 31, 2016
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 December 31, 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 $ 490,040 $ - $ 1,292,666 $ 1,782,706 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)	3 Months Ended 12 Months Ended December 31, 2016 September 30, 2016 Beginning balance $ 5,283,573 $ 6,323,032 Issuances 2,316,084 8,722,073 Realized and unrealized gains (6,306,991 ) (9,761,532 ) Ending balance $ 1,292,666 $ 5,283,573

F. COMMITMENTS AND CONTINGENC19

F. COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Dec. 31, 2016
F. Commitments And Contingencies Tables
Future minimum lease payments	Nine months ending September 30, 2017 $ 1,269,000 Year ending September 30, 2018 1,747,000 2019 1,808,000 2020 1,872,000 2021 1,937,000 2022 2,004,000 Thereafter 13,758,000 Total future minimum lease obligation 24,395,000 Less imputed interest on financing obligation (11,333,000) Net present value of financing obligation $ 13,062,000
Operating lease payments	Nine months ending September 30, 2017 $ 183,000 Year ending September 30, 2018 251,000 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 1,162,000

G. PATENTS (Tables)

G. PATENTS (Tables)	3 Months Ended
	Dec. 31, 2016
G. Patents Tables
Schedule of total estimated future amortization	Nine months ending September 30, 2017 $ 27,433 Year ending September 30, 2018 36,379 2019 34,676 2020 31,483 2021 28,183 2022 24,380 Thereafter 64,733 Total $ 247,267

H. LOSS PER COMMON SHARE (Table

H. LOSS PER COMMON SHARE (Tables)	3 Months Ended
	Dec. 31, 2016
H. Loss Per Common Share Tables
Computation of dilutive net loss per share	Three Months Ended December 31, 2016 Net Income – Restated (1) Weighted Average Shares EPS Basic earnings per share $ 3,521,153 5,994,431 $ 0.59 Gain on derivatives(2) (1,556,754 ) 90,277 Dilutive earnings per share $ 1,964,399 6,084,708 $ 0.32 (1) See Note I - Restatement (2) Includes certain Series CC, DD, EE and FF warrants Three Months Ended December 31, 2015 Net Income – Restated (1) Weighted Average Shares EPS Basic earnings per share $ 2,332,734 4,390,740 $ 0.53 Conversion of note payable 24,841 74,851 Dilutive earnings per share $ 2,357,575 4,465,591 $ 0.53 (1) See Note I - Restatement
Antidilutive securities	2016 2015 Options and Warrants 6,946,179 2,991,061 Unvested Restricted Stock 604,000 604,000 Total 7,550,179 3,595,061

I. RESTATEMENT (Tables)

I. RESTATEMENT (Tables)	3 Months Ended
	Dec. 31, 2016
I. Restatement Tables
Restatements	December 31, 2016 Balance Sheet PREVIOUSLY REPORTED ADJUSTMENT RESTATED Total current assets $ 4,522,290 $ (415,003 ) $ 4,107,287 Other assets 5,405,599 13,738,445 19,144,044 Total assets 9,927,889 13,323,442 23,251,331 Total liabilities 5,494,598 13,062,236 18,556,834 Stockholders' equity 4,433,291 261,206 4,694,497 September 30, 2016 Balance Sheet PREVIOUSLY REPORTED ADJUSTMENT RESTATED Total current assets $ 5,887,646 $ (429,821 ) $ 5,457,825 Other assets 5,710,601 13,717,699 19,428,300 Total assets 11,598,247 13,287,878 24,886,125 Total liabilities 12,554,315 13,011,023 25,565,338 Stockholders' deficit (956,068 ) 276,855 (679,213 ) Three Months Ended December 31, 2016 Statement of Operations PREVIOUSLY REPORTED ADJUSTMENT RESTATED Research and development expenses $ 4,024,856 $ (476,599 ) $ 3,548,257 Total operating expenses 5,431,865 (476,599 ) 4,955,266 Operating loss (5,414,607 ) 476,599 (4,938,008 ) Interest income (expense), net 23,097 (492,248 ) (469,151 ) Net income 3,536,802 (15,649 ) 3,521,153 Net income per share - basic $ 0.59 $ 0.59 Net income per share - diluted $ 0.33 $ 0.32 Three Months Ended December 31, 2015 Statement of Operation PREVIOUSLY REPORTED ADJUSTMENT RESTATED Research and development expenses $ 5,169,507 $ (476,599 ) $ 4,692,908 Total operating expenses 5,804,108 (476,599 ) 5,327,509 Operating loss (5,783,132 ) 476,599 (5,306,533 ) Interest income (expense), net 1,985 (485,678 ) (483,693 ) Net income 2,341,813 (9,079 ) 2,332,734 Net income per share - basic and diluted $ 0.53 $ 0.53 Accumulated Deficit PREVIOUSLY REPORTED, SEPTEMBER 30, 2016 $ (285,667,977 ) ADJUSTMENT 276,855 RESTATED BALANCE, SEPTEMBER 30, 2016 (285,391,122 ) Net income - RESTATED 3,521,153 BALANCE, DECEMBER 31, 2016 $ (281,869,969 )

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Dec. 31, 2016	Sep. 30, 2016
Incentive Stock Option Plans
Total Shares Reserved Under Plans	138,400	138,400
Shares Reserved for Outstanding Options	65,959	65,959
Shares Issued	0	0
Remaining Options/Shares Under Plans	60,453	60,453
Non-Qualified Stock Option Plans
Total Shares Reserved Under Plans	387,200	387,200
Shares Reserved for Outstanding Options	262,531	277,613
Shares Issued	0	0
Remaining Options/Shares Under Plans	95,564	82,370
Bonus Plans
Total Shares Reserved Under Plans	223,760	223,760
Shares Reserved for Outstanding Options	0	0
Shares Issued	160,157	26,448
Remaining Options/Shares Under Plans	63,570	97,278
Stock Compensation Plan
Total Shares Reserved Under Plans	134,000	134,000
Shares Reserved for Outstanding Options	0	0
Shares Issued	83,490	79,401
Remaining Options/Shares Under Plans	49,188	53,276
Incentive Stock Bonus Plan
Total Shares Reserved Under Plans	640,000	640,000
Shares Reserved for Outstanding Options	0	0
Shares Issued	624,000	624,000
Remaining Options/Shares Under Plans	16,000	16,000

C. STOCKHOLDERS EQUITY (Detai24

C. STOCKHOLDERS EQUITY (Details 1) - shares	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
C. Stockholders Equity Details 1
Granted	0	0
Expired	15,081	0
Forfeited	0	919

C. STOCKHOLDERS EQUITY (Detai25

C. STOCKHOLDERS EQUITY (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
C. Stockholders Equity Details 2
Employees	$ 312,375	$ 247,910
Non-employees	$ 75,883	$ 329,195

C. STOCKHOLDERS EQUITY (Detai26

C. STOCKHOLDERS EQUITY (Details 3)	3 Months Ended
	Dec. 31, 2016$ / sharesshares
Series P [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/10/2012
Shares Issuable upon Exercise of Warrant | shares	23,600
Exercise Price	$ 112.50
Expiration Date	3/6/2017
Series DD [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	1,360,960
Exercise Price	$ 4.50
Expiration Date	6/8/2017
Series EE [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	1,360,960
Exercise Price	$ 4.50
Expiration Date	9/8/2017
Series N [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/18/2008
Shares Issuable upon Exercise of Warrant | shares	113,785
Exercise Price	$ 13.18
Expiration Date	8/18/2017
Series U [Member]
STOCKHOLDERS' EQUITY
Issue Date	4/17/2014
Shares Issuable upon Exercise of Warrant | shares	17,821
Exercise Price	$ 43.75
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	1,037,120
Exercise Price	$ 31.25
Expiration Date	10/11/2018
Series V [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/28/2015
Shares Issuable upon Exercise of Warrant | shares	810,127
Exercise Price	$ 19.75
Expiration Date	5/28/2020
Series W [Member]
STOCKHOLDERS' EQUITY
Issue Date	10/28/2015
Shares Issuable upon Exercise of Warrant | shares	688,930
Exercise Price	$ 16.75
Expiration Date	10/28/2020
Series X [Member]
STOCKHOLDERS' EQUITY
Issue Date	1/13/2016
Shares Issuable upon Exercise of Warrant | shares	120,000
Exercise Price	$ 9.25
Expiration Date	1/13/2021
Series Y [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/15/2016
Shares Issuable upon Exercise of Warrant | shares	26,000
Exercise Price	$ 12
Expiration Date	2/15/2021
Series Z [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/23/2016
Shares Issuable upon Exercise of Warrant | shares	264,000
Exercise Price	$ 13.75
Expiration Date	11/23/2021
Series ZZ [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/23/2016
Shares Issuable upon Exercise of Warrant | shares	20,000
Exercise Price	$ 13.75
Expiration Date	5/18/2021
Series BB [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/26/2016
Shares Issuable upon Exercise of Warrant | shares	16,000
Exercise Price	$ 13.75
Expiration Date	8/22/2021
Series FF [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	68,048
Exercise Price	$ 4
Expiration Date	12/1/2021
Series CC [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	680,480
Exercise Price	$ 5
Expiration Date	12/8/2021
Series AA [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/26/2016
Shares Issuable upon Exercise of Warrant | shares	200,000
Exercise Price	$ 13.75
Expiration Date	2/22/2022
Consultants [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/6/12- 7/1/16
Shares Issuable upon Exercise of Warrant | shares	23,000
Exercise Price Minimum	$ 9.25
Exercise Price Maximum	$ 87.50
Expiration Date	3/5/17- 6/30/19

C. STOCKHOLDERS EQUITY (Detai27

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016
C. Stockholders Equity Details 4
Series S warrants	$ 490,040		$ 3,111,361
Series U warrants	0		0
Series V warrants	202,532		1,620,253
Series W warrants	132,254		1,799,858
Series Z warrants	101,817		970,604
Series ZZ warrants	6,725		70,609
Series AA warrants	84,092		763,661
Series BB warrants	5,916		58,588
Series CC warrants	455,931		0
Series DD warrants	72,353		0
Series EE warrants	176,804		0
Series FF warrants	54,242		0
Total warrant liabilities	1,782,706		$ 8,394,934
Series S warrants	2,621,321	$ 2,826,153
Series U warrants	0	31,186
Series V warrants	1,417,721	3,240,506
Series W warrants	1,667,604	2,025,115
Series Z warrants	868,787	0
Series ZZ warrants	63,884	0
Series AA warrants	679,569	0
Series BB warrants	52,672	0
Series CC warrants	604,492	0
Series DD warrants	370,919	0
Series EE warrants	514,603	0
Series FF warrants	66,740	0
Net gain on warrant liabilities	$ 8,928,312	$ 8,122,960

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	$ 490,040	$ 3,111,361
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	1,292,666	5,283,573
Total
Derivative instruments	$ 1,782,706	$ 8,394,934

D. FAIR VALUE MEASUREMENTS (D29

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016
D. Fair Value Measurements Details 1
Beginning balance	$ 5,283,573	$ 6,323,032
Issuances	2,316,084	8,722,073
Realized and unrealized gains	(6,306,991)	(9,761,532)
Ending balance	$ 1,292,666	$ 5,283,573

E. RELATED PARTY TRANSACTIONS (

E. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
E. Related Party Transactions Details Narrative
Interest expense paid to Mr. de Clara	$ 0	$ 33,000

F. COMMITMENTS AND CONTINGENC31

F. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2016USD ($)
F. Commitments And Contingencies Details
Nine months ending September 30, 2017	$ 1,269,000
Year ending September 30, 2018	1,747,000
Year ending September 30, 2019	1,808,000
Year ending September 30, 2020	1,872,000
Year ending September 30, 2021	1,937,000
Year ending September 30, 2022	2,004,000
Thereafter	13,758,000
Total future minimum lease obligation	24,395,000
Less imputed interest on financing obligation	(11,333,000)
Net present value of financing obligation	$ 13,062,000

F. COMMITMENTS AND CONTINGENC32

F. COMMITMENTS AND CONTINGENCIES (Details 1)	Dec. 31, 2016USD ($)
F. Commitments And Contingencies Details
Nine months ending September 30, 2017	$ 183,000
Year ending September 30, 2018	251,000
Year ending September 30, 2019	258,000
Year ending September 30, 2020	238,000
Year ending September 30, 2021	163,000
Year ending September 30, 2022	69,000
Total	$ 1,162,000

G. PATENTS (Details)

G. PATENTS (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
G. Patents Details
Nine months ending September 30, 2017	$ 27,433
Year ending September 30, 2018	36,379
Year ending September 30, 2019	34,676
Year ending September 30, 2020	31,483
Year ending September 30, 2021	28,183
Year ending September 30, 2022	24,380
Thereafter	64,733
Total	$ 247,267	$ 256,547

G. PATENTS (Details Narrative)

G. PATENTS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
G. Patents Details Narrative
Patent impairment charges	$ 0	$ 0
Amortization of patent costs	$ 9,000	$ 9,000

H. LOSS PER COMMON SHARE (Detai

H. LOSS PER COMMON SHARE (Details) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
H. Loss Per Common Share Details
Net Income	$ 3,521,153	$ 2,332,734
Gain on derivatives	(1,556,754)
Conversion of note payable		24,841
Dilutive earnings per share	$ 1,964,399	$ 2,357,575
Weighted Average Shares - Basic	5,994,431	4,390,740
Gain on derivatives, shares	90,277
Conversion of note payable		74,851
Weighted Average Shares - Diluted	6,084,708	4,465,591
Basic earnings per share	$ 0.59	$ 0.53
Dilutive earnings per share	$ 0.32	$ 0.53

H. LOSS PER COMMON SHARE (Det36

H. LOSS PER COMMON SHARE (Details 1) - shares	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
H. Loss Per Common Share Details 1
Options and Warrants	6,946,179	2,991,061
Unvested Restricted Stock	604,000	604,000
Total	7,550,179	3,595,061

I. RESTATEMENT (Details)

I. RESTATEMENT (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Total current assets	$ 4,107,287	$ 5,457,825
Other assets	19,144,044	19,428,300
Total assets	23,251,331	24,886,125
Total liabilities	18,556,834	25,565,338
Stockholders' deficit	4,694,497	(679,213)
Previously Reported
Total current assets	4,522,290	5,887,646
Other assets	5,405,599	5,710,601
Total assets	9,927,889	11,598,247
Total liabilities	5,494,598	12,554,315
Stockholders' deficit	4,433,291	(956,068)
Adjustment
Total current assets	(415,003)	(429,821)
Other assets	13,738,445	13,717,699
Total assets	13,323,442	13,287,878
Total liabilities	13,062,236	13,011,023
Stockholders' deficit	$ 261,206	$ 276,855

I. RESTATEMENT (Details 1)

I. RESTATEMENT (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Research and development expenses	$ 3,548,257	$ 4,692,908
Total operating expenses	4,955,266	5,327,509
Operating loss	(4,938,008)	(5,306,533)
Interest income (expense), net	(469,151)	(483,693)
Net income	$ 3,521,153	$ 2,332,734
Net income per share - basic	$ 0.59	$ 0.53
Net income per share - diluted	$ 0.32	0.53
Net income per share - basic and diluted		$ 0.53
Previously Reported
Research and development expenses	$ 4,024,856	$ 5,169,507
Total operating expenses	5,431,865	5,804,108
Operating loss	(5,414,607)	(5,783,132)
Interest income (expense), net	23,097	1,985
Net income	$ 3,536,802	$ 2,341,813
Net income per share - basic	$ 0.59
Net income per share - diluted	$ 0.33
Net income per share - basic and diluted		$ 0.53
Adjustment
Research and development expenses	$ (476,599)	$ (476,599)
Total operating expenses	(476,599)	(476,599)
Operating loss	476,599	476,599
Interest income (expense), net	(492,248)	(485,678)
Net income	$ (15,649)	$ (9,079)

I. RESTATEMENT (Details 2)

I. RESTATEMENT (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016
Accumulated Deficit	$ (281,869,969)		$ (285,391,122)
Net income	3,521,153	$ 2,332,734
Previously Reported
Accumulated Deficit			(285,667,977)
Net income	3,536,802	2,341,813
Adjustment
Accumulated Deficit			$ 276,855
Net income	$ (15,649)	$ (9,079)