CEL-SCI (CVM) 10-Q 12 Feb 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2017	Feb. 04, 2018
Document And Entity Information
Entity Registrant Name	CEL SCI CORP
Entity Central Index Key	725,363
Document Type	10-Q
Document Period End Date	Dec. 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	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,993,957
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2017	Sep. 30, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 2,142,734	$ 2,369,438
Receivables	47,610	218,481
Prepaid expenses	805,729	826,429
Deposits - current portion	0	150,000
Inventory used for R&D and manufacturing	644,749	672,522
Total current assets	3,640,822	4,236,870
Plant, property and equipment, net	16,647,211	16,793,220
Patent costs, net	214,872	223,167
Deposits	1,670,917	1,670,917
Total Assets	22,173,822	22,924,174
CURRENT LIABILITIES:
Accounts payable	7,872,799	8,196,334
Accrued expenses	970,042	936,698
Due to employees	846,751	693,831
Notes payable	874,593	994,258
Derivative instruments, current portion	19,724	10,984
Other current liabilities	11,815	12,449
Total current liabilities	10,595,724	10,844,554
Derivative instruments - net of current portion	2,991,908	2,042,418
Lease Liability	13,255,468	13,211,925
Deferred revenue	126,550	125,000
Other liabilities	38,212	37,254
Total liabilities	27,007,862	26,261,151
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; 13,258,051 and 11,903,133 shares issued and outstanding at December 31, 2017 and September 30, 2017, respectively	132,581	119,031
Additional paid-in capital	300,975,618	296,298,401
Accumulated deficit	(305,942,239)	(299,754,409)
Total stockholders' deficit	(4,834,040)	(3,336,977)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$ 22,173,822	$ 22,924,174

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2017	Sep. 30, 2017
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	13,258,051	11,903,133
Common Stock Shares Outstanding	13,258,051	11,903,133

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Grant and other income	$ 113,897	$ 17,258
Operating Expenses:
Research and development	2,326,014	3,548,257
General & administrative	2,699,313	1,407,009
Total operating expenses	5,025,327	4,955,266
Operating loss	(4,911,430)	(4,938,008)
(Loss) gain on derivative instruments	(958,230)	8,928,312
Interest expense, net	(318,170)	(469,151)
Net (ioss) income available to common shareholders	$ (6,187,830)	$ 3,521,153
NET (LOSS) INCOME PER COMMON SHARE
BASIC	$ (0.53)	$ 0.59
DILUTED	$ (0.53)	$ 0.32
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC	11,636,730	5,994,431
DILUTED	11,636,730	6,084,708

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) Income	$ (6,187,830)	$ 3,521,153
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	155,417	159,173
Share-based payments for services	42,342	78,553
Equity based compensation	1,448,098	312,375
Common stock contributed to 401(k) plan	35,880	38,372
Loss on retired equipment	0	1,187
Loss (gain) on derivative instruments	958,230	(8,928,312)
Amortization of debt discount	611,717	0
Capitalized lease interest	43,543	51,213
(Increase)/decrease in assets:
Receivables	195,871	85,046
Prepaid expenses	3,765	96,507
Inventory used for R&D and manufacturing	27,773	314,138
Deposits	150,000	150,000
Increase/(decrease) in liabilities:
Accounts payable	(286,984)	(75,029)
Accrued expenses	33,344	(59,196)
Deferred revenue	1,550	0
Due to employees	152,920	17,110
Deferred rent liability	1,506	(1,496)
Net cash used in operating activities	(2,612,858)	(4,239,206)
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for patent costs	(959)	0
Net cash used in investing activities	(959)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	2,389,395	3,709,931
Payments on obligations under capital lease	(2,282)	(2,048)
Net cash provided by financing activities	2,387,113	3,707,883
NET DECREASE IN CASH AND CASH EQUIVALENTS	(226,704)	(531,323)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,369,438	2,917,996
CASH AND CASH EQUIVALENTS, END OF PERIOD	2,142,734	2,386,673
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	0	305,341
Capitalizable patent costs included in accounts payable	6,967	6,813
Capital lease obligation included in accounts payable	790	372
Property and equipment acquired through capital lease	0	26,104
Fair value of warrants issued in connection with public offering	0	2,316,084
Financing costs included in accounts payable	0	77,987
Prepaid consulting services paid with issuance of common stock	(16,935)	(18,183)
Notes payable converted into common shares	75,000	0
Cash paid for interest expense	$ 433,707	$ 469,366

A. BASIS OF PRESENTATION AND SU

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2017
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, 2017. 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, 2017 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2017 is derived from the September 30, 2017 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, 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 On December 22, 2017, the "Tax Cuts and Jobs Act" (the "Tax Act"), was signed into law by the President of the United States (U.S.). The Tax Act includes significant changes to corporate taxation, including reduction of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018, limitation of the tax deduction for interest expense to 30% of earnings (execpt for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks. The Company has accounted for certain income tax effects of the Act in applying FASB ASC 740 to the current reporting period. Because the Company records a valuation allowance for its entire deferred income tax asset, there was no impact to the amounts reported in the Companys’ financial statements resulting from the Tax Act. 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. Forfeitures are accounted for when they occur. The expected term of options represents the period 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 May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815) Debt—Debt with Conversion and Other Options In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850) In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

B. OPERATIONS AND FINANCING

B. OPERATIONS AND FINANCING	3 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
B. OPERATIONS AND FINANCING	The Company has incurred significant costs since its inception for 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. To date, the Company has not generated any revenue from product sales. As a result, the Company has been dependent upon the proceeds from the sale of its securities to meet all of its liquidity and capital requirements and anticipates having to do so in the future. 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, 2017, the Company raised approximately $2.45 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 may have to curtail its operations until such time as it is able to raise the required funding. The financial statements have been prepared assuming the Company will continue as a going concern, but due to the Company’s negative working capital, stockholders’ deficit, 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 incurred expenses of approximately $47.0 million as of December 31, 2017 on direct costs for the Phase 3 clinical trial. the Company estimates it will incur additional expenses of approximately $12.2 million for the remainder of the Phase 3 clinical trial. 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 may be affected by the rate of death accumulation in the study, foreign currency exchange rates, and many other factors, some of which cannot be foreseen today. It is therefore possible that the cost of the Phase 3 clinical trial will be higher than currently estimated. Nine hundred twenty-eight (928) head and neck cancer patients have been enrolled and have completed treatment in the Phase 3 study. The study end point is a 10% increase in overall survival of patients between the two main comparator groups in favor of the group receiving the Multikine treatment regimen. The determination if the study end point is met will occur when there are a total of 298 deaths in those two groups. The Company’s shareholders approved a reverse split of the Company’s common stock which became effective on the NYSE American on June 15, 2017. On that date, every twenty-five issued and outstanding shares of the Company’s common stock automatically converted into one outstanding share of common stock. As a result of the reverse stock split, the number of outstanding shares of common stock decreased from 230,127,331 (pre-split) shares to 9,201,645 (post-split) shares. By reducing the number of outstanding shares, the Company’s loss per share in all prior periods increased by a factor of twenty-five. The reverse stock split affected all stockholders of the Company’s common stock uniformly, and did not affect any stockholder’s percentage of ownership interest. The par value of the Company’s stock remained unchanged at $0.01 per share and the number of authorized shares of common stock remained the same after the reverse stock split.

C. STOCKHOLDERS EQUITY

C. STOCKHOLDERS EQUITY	3 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
C. STOCKHOLDERS' EQUITY	Stock options, stock bonuses and compensation granted by the Company as of December 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 138,400 124,758 N/A 454 Non-Qualified Stock Option Plans 1,187,200 1,107,054 N/A 46,798 Stock Bonus Plans 383,760 N/A 222,574 161,153 Stock Compensation Plan 134,000 N/A 115,590 18,410 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, 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 Option Plans 138,400 124,758 N/A 454 Non-Qualified Stock Option Plans 1,187,200 1,115,086 N/A 42,830 Bonus Plans 383,760 N/A 206,390 177,337 Stock Compensation Plan 134,000 N/A 115,590 18,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock option activity Three Months Ended December 31, 2017 2016 Granted 10,300 - Expired 17,523 15,081 Forfeited 809 - Stock-Based Compensation Expense Three months Ended December 31, 2017 2016 Employees $ 1,448,098 $ 312,375 Non-employees $ 42,342 $ 78,553 Employee compensation expense includes the expense related to options issued or vested and restricted stock. The increase in employee's expense in 2017 is primarily due to an increase of approximately $1.1 million in equity based compensation related to the Company's shareholder approved 2014 Incentive Stock Bonus Plan. Non­employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Stock based compensation expense is included in general and administrative expenses on the statements of operations. Warrants and Non-employee Options The following chart presents the outstanding warrants and non-employee options, listed by expiration date at December 31, 2017: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series DD 12/8/2016 1,360,960 $4.50 3/1/2018 1 Series EE 12/8/2016 1,360,960 $4.50 3/1/2018 1 Series N 8/18/2008 85,339 $3.00 8/18/2018 - Series S 10/11/13- 10/24/14 1,037,120 $31.25 10/11/2018 1 Series V 5/28/2015 810,127 $19.75 5/28/2020 1 Series W 10/28/2015 688,930 $16.75 10/28/2020 1 Series X 1/13/2016 120,000 $9.25 1/13/2021 - Series Y 2/15/2016 26,000 $12.00 2/15/2021 - Series ZZ 5/23/2016 20,000 $13.75 5/18/2021 1 Series BB 8/26/2016 16,000 $13.75 8/22/2021 1 Series Z 5/23/2016 264,000 $13.75 11/23/2021 1 Series FF 12/8/2016 68,048 $3.91 12/1/2021 1 Series CC 12/8/2016 680,480 $5.00 12/8/2021 1 Series HH 2/23/2017 20,000 $3.13 2/16/2022 1 Series AA 8/26/2016 200,000 $13.75 2/22/2022 1 Series JJ 3/14/2017 30,000 $3.13 3/8/2022 1 Series LL 4/30/2017 26,398 $3.59 4/30/2022 1 Series MM 6/22/2017 893,491 $1.86 6/22/2022 - Series NN 7/24/2017 539,300 $2.52 7/24/2022 - Series OO 7/31/2017 60,000 $2.52 7/31/2022 - Series QQ 8/22/2017 87,500 $2.50 8/22/2022 - Series GG 2/23/2017 400,000 $3.00 8/23/2022 1 Series II 3/14/2017 600,000 $3.00 9/14/2022 1 Series RR 10/30/2017 583,057 $1.65 10/30/2022 2 Series KK 5/3/2017 395,970 $3.04 11/3/2022 1 Series SS 12/19/2017 1,289,478 $2.09 12/18/2022 2 Series PP 8/28/2017 1,750,000 $2.30 2/28/2023 - Consultants 3/30/15- 7/28/17 40,000 $2.18- $25.50 3/29/18- 7/27/27 3 1. Derivative Liabilities The table below presents the warrant liabilities and their respective balances at the balance sheet dates: December 31, 2017 September 30, 2017 Series S warrants $ 19,705 $ 32,773 Series V warrants 171,225 72,912 Series W warrants 213,221 83,754 Series Z warrants 132,751 77,216 Series ZZ warrants 8,096 4,753 Series AA warrants 112,447 65,087 Series BB warrants 6,953 4,322 Series CC warrants 591,041 394,220 Series DD warrants 9 5,492 Series EE warrants 9 5,492 Series FF warrants 65,201 47,154 Series GG warrants 457,305 342,173 Series HH warrants 21,676 16,014 Series II warrants 690,442 511,636 Series JJ warrants 32,745 24,203 Series KK warrants 460,747 345,720 Series LL warrants 28,059 20,481 Total warrant liabilities $ 3,011,632 $ 2,053,402 The table below presents the gains and (losses) on the warrant liabilities for the three months ended December 31: 2017 2016 Series S Warrants $ 13,068 $ 2,621,321 Series V warrants (98,313 ) 1,417,721 Series W warrants (129,467 ) 1,667,604 Series Z warrants (55,535 ) 868,787 Series ZZ warrants (3,343 ) 63,884 Series AA warrants (47,360 ) 679,569 Series BB warrants (2,631 ) 52,672 Series CC warrants (196,821 ) 604,492 Series DD warrants 5,483 370,919 Series EE warrants 5,483 514,603 Series FF warrants (18,047 ) 66,740 Series GG warrants (115,132 ) - Series HH warrants (5,662 ) - Series II warrants (178,806 ) - Series JJ warrants (8,542 ) - Series KK warrants (115,027 ) - Series LL warrants (7,578 ) - Net (loss) gain on warrant liabilities $ (958,230 ) $ 8,928,312 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. 2. Issuance of Equity Warrants Series SS Warrants On December 19, 2017 the Company received subscription agreements for the purchase of 1,289,478 shares of CEL-SCI common stock at a price of $1.90 in the principal amount of $2.45 million. The purchasers of the common stock also received Series SS warrants which entitle the purchasers to acquire up to 1,289,478 shares of the Company’s common stock. The warrants are exercisable at a fixed price of $2.09 per share, are exercisable on June 20, 2018 and will expire on December 18, 2022. Shares issuable upon the exercise of the warrants will be restricted securities unless registered. The Company allocated the proceeds received to the shares and the Series SS warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Series SS warrants to be approximately $1.0 million. The Series SS warrants qualify for equity treatment in accordance with ASC 815. Series RR Warrants On October 30, 2017, holders of convertible notes in the principal amount of $1.1 million issued in June 2017 and holders of convertible notes in the principal amount of $1.2 million issued in July 2017 agreed to extend the maturity date of these notes to September 21, 2018. In consideration for the extension of the maturity date of the convertible notes, the Company issued a total of 583,057 Series RR warrants to the convertible note holders that agreed to the extension. Each Series RR warrant entitles the holder to purchase one share of the Company’s common stock. The Series RR warrants may be exercised at any time on or before October 30, 2022 at an exercise price of $1.65 per share. The Series RR warrants were recorded at the fair value on the date of issuance of approximately $0.7 million, as described in Note F. Expiration of Warrants On October 17, 2017, 17,821 Series U warrants, with an exercise price of $43.75 expired. The fair value of the Series U warrants was $0 on the date of expiration. 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. 3. 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, 2017, the Company issued 13,705 shares of common stock, of which 13,705 were restricted shares. 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 weighted average grant value of the shares issued to consultants was $1.85 and $4.98 during the three months ended December 31, 2017 and 2016, respectively. 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, 2017 and 2016, the Company recorded total expense of approximately $42,000 and $79,000, respectively, relating to these consulting agreements. At December 31, 2017 and September 30, 2017, approximately $28,000 and $45,000, respectively, are included in prepaid expenses. As of December 31, 2017, the Company had 40,000 options outstanding, which were issued to consultants as payment for services. All off these options were vested and all were issued from the Non-Qualified Stock Option plans. Other Equity Transactions On August 15, 2017, the Company entered into a Securities Purchase Agreement with Ergomed plc, the Company’s Clinical Research Provider, to facilitate a partial payment of the accounts payable balances due Ergomed. Under the Agreement, the Company issued Ergomed 480,000 shares, with a fair market value of approximately $1.3 million, as a forbearance fee in exchange for Ergomed’s agreement to provisionally forbear collection of the payables in an amount equal to the net proceeds from the resales of the shares issued to Ergomed. During the year ended September 30, 2017, the Company recorded the full amount of the expense upon issuance, offset by amounts realized through the resale of 64,792 shares and the corresponding reduction of the payables, for a net expense of $1.2 million. During the quarter ended December 31, 2017, the Company realized approximately $0.7 million through the resale of the remaining 415,208 shares and reduced the payables and interest expense by that amount.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 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 December 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 $ 19,705 $ - $ 2,991,927 $ 3,011,632 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, 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 $ 32,773 $ - $ 2,020,629 $ 2,053,402 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, 2017 and the year ended September 30, 2017: 3 months ended 12 months ended December 31, 2017 September 30, 2017 Beginning balance $ 2,020,629 $ 5,283,573 Issuances - 4,665,683 Realized and unrealized losses and (gains) 971,298 (7,928,627 ) Ending balance $ 2,991,927 $ 2,020,629 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, 2017
Notes to Financial Statements
E. RELATED PARTY TRANSACTIONS	On July 24, 2017, the Company issued convertible notes (Series NN Notes) in the aggregate principal amount of $1.2 million to 12 individual investors. A trust in which Geert Kersten, the Company’s Chief Executive Officer, holds a beneficial interest participated in the offering and purchased a note in the principal amount of $250,000. Patricia B. Prichep, the Company’s Senior Vice President of Operations, participated in the offering and purchased a note in the principal amount of $25,000. The terms of the trust’s note and Ms. Prichep’s note were identical to the other participants. The number of shares of the Company’s common stock issued upon conversion will be determined by dividing the principal amount to be converted by $2.29, which would result in the issuance of 109,170 shares to the trust and 10,917 shares to Ms. Prichep upon conversion. Along with the other purchasers of the convertible notes, the trust and Ms. Prichep also received Series NN warrants to purchase up to 109,170 and 10,917 shares, respectively, of the Company’s common stock. The Series NN warrants are exercisable at a fixed price of $2.52 per share and expire on July 24, 2022. Shares issuable upon the exercise of the notes and warrants were restricted securities unless registered. The shares were registered effective September 1, 2017. On June 22, 2017, CEL-SCI issued convertible notes (Series MM Notes) in the aggregate principal amount of $1.5 million to six individual investors. Geert Kersten, the Company’s Chief Executive Officer, participated in the offering and purchased notes in the principal amount of $250,000. The terms of Mr. Kersten’s note were identical to the other participants. The number of shares of the Company’s common stock issued upon conversion will be determined by dividing the principal amount to be converted by $1.69, which would result in the issuance of 147,929 shares to Mr. Kersten upon conversion. Along with the other purchasers of the convertible notes, Mr. Kersten also received Series MM warrants to purchase up to 147,929 shares of the Company’s common stock. The Series MM warrants are exercisable at a fixed price of $1.86 per share and expire on June 22, 2022. Shares issuable upon the exercise of the notes and warrants were restricted securities unless registered. The shares were registered effective August 8, 2017. On October 30, 2017, the due date of the Series NN and Series MM Notes was extended from December 22, 2017 to September 21, 2018 in exchange for Series RR warrants. Mr. Kersten, the Trust and Ms. Prichep received 73,965, 54,585 and 5,459 Series RR warrants, respectively. Approximately $6,000 in accrued interest was due the officers at December 31, 2017. No interest payments were made to officers during the three months ended December 31, 2017.

F. NOTES PAYABLE

F. NOTES PAYABLE	3 Months Ended
	Dec. 31, 2017
F. Notes Payable
F. NOTES PAYABLE	On October 30, 2017, the Company extended the due dates of the Series MM and Series NN Notes (the “Notes”) from December 22, 2017 to September 2l, 20l8, and issued the note holders an additional 583,057 of Series RR Warrants. The Series RR warrants expire on October 30, 2022 and are priced at $ 1.65 per share, the closing price on October 27, 2017. These Series RR warrants are classified as equity warrants and are recorded at approximately $0.7 million, the fair value on the date of issuance. Because the Company is experiencing financial difficulties and the creditors granted the Company a concession they would not have otherwise considered in the form of a lower effective interest rate, this modification was accounted for under ASC 470-60, “ Troubled Debt Restructuring. During the quarter ended December 31, 2017, a note holder converted a Series NN note, in the principal amount of $75,000, into 32,751 shares of common stock. The unamortized debt discount relating to the converted Note was charged to interest expense. The Series MM and Series NN Notes are secured by a first lien on all of the Company’s assets.

G. COMMITMENTS AND CONTINGENCIE

G. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
G. 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, 2017, all advance payments have been expensed. 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 Company’s Phase 3 Clinical Trial 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 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 is 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 has defended 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 provided the Company with up to $5 million in funding for litigation expenses to support its arbitration claims against inVentiv. The funding was 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. 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 hearing (the “trial”) started on September 26, 2016. The last witness in the arbitration hearing testified on November 8, 2017, and no further witnesses or testimony are expected. With that final witness, the testimony phase of the arbitration concluded. All that remained after November 8, 2017 at the trial level were closing statements and post­trial submissions. 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 Company was deemed to be the owner of the building for accounting purpose under the build-to-suit guidance in ASC 840-40-55. In addition to tenant improvements the Company incurred, the Company also recorded an asset for tenant-directed improvements and for the costs paid by the lessor to purchase the building and to perform improvements, as well as a corresponding liability for the landlord costs. Upon completion of the improvements, the Company did not meet the “sale-leaseback” criteria under ASC 840-40-25, Accounting for Lease, Sale-Leaseback Transactions, and therefore, treated the lease as a financing obligation. Thus, the asset and corresponding liability were not de-recognized. As of December 31, 2017 and September 30, 2017, the leased building asset has a net book value of approximately $16.5 and $16.6 million, respectively, and the landlord liability has a balance of approximately $13.3 and $13.2 million, respectively. 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. Approximate future minimum lease payments under the San Tomas lease as of December 31, 2017 are as follows: Nine months ending September 30, 2018 $ 1,314,000 Year ending September 30, 2019 1,808,000 2020 1,872,000 2021 1,937,000 2022 2,004,000 2023 2,073,000 Thereafter 11,685,000 Total future minimum lease obligation 22,693,000 Less imputed interest on financing obligation (9,438,000 ) Net present value of lease financing obligation $ 13,255,000 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, 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 December 31, 2017 and September 30, 2017, the Company has recorded a deferred rent liability of approximately $8,000 and $5,000, 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, 2017 and September 30, 2017, the Company has recorded a deferred rent liability of approximately $17,000 and $18,000, respectively. As of December 31, 2017, material contractual obligations, excluding the San Tomas lease, consisting of non-cancelable operating lease payments are as follows: Nine months ending September 30, 2018 $ 189,000 Year ending September 30, 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 917,000 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.

H. PATENTS

H. PATENTS	3 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
H. PATENTS	During the three months ended December 31, 2017 and 2016, no patent impairment charges were recorded. For the three months ended December 31, 2017 and 2016, amortization of patent costs totaled approximately $9,000. Approximate estimated future amortization expense is as follows: Nine months ending September 30, 2018 $ 27,000 Year ending September 30, 2019 35,000 2020 32,000 2021 29,000 2022 25,000 2023 15,000 Thereafter 52,000 Total $ 215,000

I. EARNINGS (LOSS) PER COMMON S

I. EARNINGS (LOSS) PER COMMON SHARE	3 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
I. LOSS PER COMMON SHARE	The following table provides the details of the basic and diluted earnings (loss) per-share computations: Three Months Ended December 31, 2017 Net loss Weighted Average Shares LPS Basic and diluted loss per share $ (6,187,830) 11,636,730 $ (0.53 ) Three Months Ended December 31, 2016 Net Income Weighted Average Shares EPS Basic earnings per share $ 3,521,153 5,994,431 $ 0.59 Gain on derivatives (1) (1,556,754 ) 90,277 Dilutive earnings per share $ 1,964,399 6,084,708 $ 0.32 (1) Includes certain Series CC, DD, EE and FF warrants 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 10,491,090 6,946,179 Unvested Restricted Stock 332,000 604,000 Convertible debt 1,133,355 - Total 11,956,945 7,550,179

J. SUBSEQUENT EVENTS

J. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
J. SUBSEQUENT EVENTS	As of January 1, 2018, the Company was indebted to Ergomed, plc for services provided by Ergomed in connection with the Company’s Phase III clinical trial. On January 1, 2018 the Company agreed to issue Ergomed 660,000 restricted shares of the Company’s common stock in partial payment of the amount the Company owed Ergomed. On January 12, 2018, the exercise price of the Company’s outstanding Series S warrants (CUSIP number 150837177), that are publicly traded under the symbol “CVM WS” on the NYSE American, was changed to $3.00 per share for a three month period which will end on April 12, 2018. After this date, the exercise price will revert back to $31.25 per share of common stock. As a result of the reverse stock split which became effective on the NYSE American on June 15, 2017, 25 Series S warrants are required to purchase one share of common stock. The Series S warrants expire on October 11, 2018. On February 5, 2018, the Company received subscription agreements/commitments for the purchase of 2,608,097 shares of common stock at the closing price on February 5, 2018 of $1.87 in the principal amount of $4,877,140 from 20 investors. The common stock is restricted unless registered. The purchasers of the common stock also received warrants which entitle the purchasers to acquire up to 1,956,074 shares of the Company’s common stock. The warrants are exercisable at a fixed price of $2.24 per share, will not be exercisable for 6 months and one day and will expire on February 5, 2023. Shares issuable upon the exercise of the warrants are restricted securities unless registered.

A. BASIS OF PRESENTATION AND 16

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	3 Months Ended
	Dec. 31, 2017
Dilutive EPS
Basis of Presentation	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, 2017. 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, 2017 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2017 is derived from the September 30, 2017 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, 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 On December 22, 2017, the "Tax Cuts and Jobs Act" (the "Tax Act"), was signed into law by the President of the United States (U.S.). The Tax Act includes significant changes to corporate taxation, including reduction of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018, limitation of the tax deduction for interest expense to 30% of earnings (execpt for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks. The Company has accounted for certain income tax effects of the Act in applying FASB ASC 740 to the current reporting period. Because the Company records a valuation allowance for its entire deferred income tax asset, there was no impact to the amounts reported in the Companys’ financial statements resulting from the Tax Act.
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. Forfeitures are accounted for when they occur. The expected term of options represents the period 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	New Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815) Debt—Debt with Conversion and Other Options In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850) In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

C. STOCKHOLDERS EQUITY (Tables)

C. STOCKHOLDERS EQUITY (Tables)	3 Months Ended
	Dec. 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 December 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 138,400 124,758 N/A 454 Non-Qualified Stock Option Plans 1,187,200 1,107,054 N/A 46,798 Stock Bonus Plans 383,760 N/A 222,574 161,153 Stock Compensation Plan 134,000 N/A 115,590 18,410 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, 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 Option Plans 138,400 124,758 N/A 454 Non-Qualified Stock Option Plans 1,187,200 1,115,086 N/A 42,830 Bonus Plans 383,760 N/A 206,390 177,337 Stock Compensation Plan 134,000 N/A 115,590 18,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Three Months Ended December 31, 2017 2016 Granted 10,300 - Expired 17,523 15,081 Forfeited 809 -
Schedule of employees and non-employees stock compensation	Three months Ended December 31, 2017 2016 Employees $ 1,448,098 $ 312,375 Non-employees $ 42,342 $ 78,553
Derivative Liabilities, Warrants and Other Options	Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series DD 12/8/2016 1,360,960 $4.50 3/1/2018 1 Series EE 12/8/2016 1,360,960 $4.50 3/1/2018 1 Series N 8/18/2008 85,339 $3.00 8/18/2018 - Series S 10/11/13- 10/24/14 1,037,120 $31.25 10/11/2018 1 Series V 5/28/2015 810,127 $19.75 5/28/2020 1 Series W 10/28/2015 688,930 $16.75 10/28/2020 1 Series X 1/13/2016 120,000 $9.25 1/13/2021 - Series Y 2/15/2016 26,000 $12.00 2/15/2021 - Series ZZ 5/23/2016 20,000 $13.75 5/18/2021 1 Series BB 8/26/2016 16,000 $13.75 8/22/2021 1 Series Z 5/23/2016 264,000 $13.75 11/23/2021 1 Series FF 12/8/2016 68,048 $3.91 12/1/2021 1 Series CC 12/8/2016 680,480 $5.00 12/8/2021 1 Series HH 2/23/2017 20,000 $3.13 2/16/2022 1 Series AA 8/26/2016 200,000 $13.75 2/22/2022 1 Series JJ 3/14/2017 30,000 $3.13 3/8/2022 1 Series LL 4/30/2017 26,398 $3.59 4/30/2022 1 Series MM 6/22/2017 893,491 $1.86 6/22/2022 - Series NN 7/24/2017 539,300 $2.52 7/24/2022 - Series OO 7/31/2017 60,000 $2.52 7/31/2022 - Series QQ 8/22/2017 87,500 $2.50 8/22/2022 - Series GG 2/23/2017 400,000 $3.00 8/23/2022 1 Series II 3/14/2017 600,000 $3.00 9/14/2022 1 Series RR 10/30/2017 583,057 $1.65 10/30/2022 2 Series KK 5/3/2017 395,970 $3.04 11/3/2022 1 Series SS 12/19/2017 1,289,478 $2.09 12/18/2022 2 Series PP 8/28/2017 1,750,000 $2.30 2/28/2023 - Consultants 3/30/15- 7/28/17 40,000 $2.18- $25.50 3/29/18- 7/27/27 3
Tabular disclosure of derivative liabilities at fair value	December 31, 2017 September 30, 2017 Series S warrants $ 19,705 $ 32,773 Series V warrants 171,225 72,912 Series W warrants 213,221 83,754 Series Z warrants 132,751 77,216 Series ZZ warrants 8,096 4,753 Series AA warrants 112,447 65,087 Series BB warrants 6,953 4,322 Series CC warrants 591,041 394,220 Series DD warrants 9 5,492 Series EE warrants 9 5,492 Series FF warrants 65,201 47,154 Series GG warrants 457,305 342,173 Series HH warrants 21,676 16,014 Series II warrants 690,442 511,636 Series JJ warrants 32,745 24,203 Series KK warrants 460,747 345,720 Series LL warrants 28,059 20,481 Total warrant liabilities $ 3,011,632 $ 2,053,402
Schedule Of Gains and (Losses) on Derivative Liabilities	2017 2016 Series S Warrants $ 13,068 $ 2,621,321 Series V warrants (98,313 ) 1,417,721 Series W warrants (129,467 ) 1,667,604 Series Z warrants (55,535 ) 868,787 Series ZZ warrants (3,343 ) 63,884 Series AA warrants (47,360 ) 679,569 Series BB warrants (2,631 ) 52,672 Series CC warrants (196,821 ) 604,492 Series DD warrants 5,483 370,919 Series EE warrants 5,483 514,603 Series FF warrants (18,047 ) 66,740 Series GG warrants (115,132 ) - Series HH warrants (5,662 ) - Series II warrants (178,806 ) - Series JJ warrants (8,542 ) - Series KK warrants (115,027 ) - Series LL warrants (7,578 ) - Net (loss) gain on warrant liabilities $ (958,230 ) $ 8,928,312

D. FAIR VALUE MEASUREMENTS (Tab

D. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Dec. 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 December 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 $ 19,705 $ - $ 2,991,927 $ 3,011,632 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, 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 $ 32,773 $ - $ 2,020,629 $ 2,053,402
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, 2017 September 30, 2017 Beginning balance $ 2,020,629 $ 5,283,573 Issuances - 4,665,683 Realized and unrealized losses and (gains) 971,298 (7,928,627 ) Ending balance $ 2,991,927 $ 2,020,629

G. COMMITMENTS AND CONTINGENC19

G. COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Dec. 31, 2017
G. Commitments And Contingencies Tables
Future minimum lease payments under the San Tomas lease	Nine months ending September 30, 2018 $ 1,314,000 Year ending September 30, 2019 1,808,000 2020 1,872,000 2021 1,937,000 2022 2,004,000 2023 2,073,000 Thereafter 11,685,000 Total future minimum lease obligation 22,693,000 Less imputed interest on financing obligation (9,438,000 ) Net present value of lease financing obligation $ 13,255,000
Schedule of future minimum payments under operating leases	Nine months ending September 30, 2018 $ 189,000 Year ending September 30, 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 917,000

H. PATENTS (Tables)

H. PATENTS (Tables)	3 Months Ended
	Dec. 31, 2017
H. Patents Tables
Schedule of total estimated future amortization	Nine months ending September 30, 2018 $ 27,000 Year ending September 30, 2019 35,000 2020 32,000 2021 29,000 2022 25,000 2023 15,000 Thereafter 52,000 Total $ 215,000

I. EARNINGS (LOSS) PER COMMON21

I. EARNINGS (LOSS) PER COMMON SHARE (Tables)	3 Months Ended
	Dec. 31, 2017
I. Earnings Loss Per Common Share Tables
Computation of dilutive net loss per share	Three Months Ended December 31, 2017 Net loss Weighted Average Shares LPS Basic and diluted loss per share $ (6,187,830) 11,636,730 $ (0.53 ) Three Months Ended December 31, 2016 Net Income Weighted Average Shares EPS Basic earnings per share $ 3,521,153 5,994,431 $ 0.59 Gain on derivatives (1) (1,556,754 ) 90,277 Dilutive earnings per share $ 1,964,399 6,084,708 $ 0.32 (1) Includes certain Series CC, DD, EE and FF warrants
Antidilutive securities	2017 2016 Options and Warrants 10,491,090 6,946,179 Unvested Restricted Stock 332,000 604,000 Convertible debt 1,133,355 - Total 11,956,945 7,550,179

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Dec. 31, 2017	Sep. 30, 2017
Incentive Stock Option Plans
Total Shares Reserved Under Plans	138,400	138,400
Shares Reserved for Outstanding Options	124,758	124,758
Shares Issued	0	0
Remaining Options/Shares Under Plans	454	454
Non Qualified Stock Option Plans
Total Shares Reserved Under Plans	1,187,200	1,187,200
Shares Reserved for Outstanding Options	1,107,054	1,115,086
Shares Issued	0	0
Remaining Options/Shares Under Plans	46,798	42,830
Stock Bonus Plans
Total Shares Reserved Under Plans	383,760	383,760
Shares Reserved for Outstanding Options	0	0
Shares Issued	222,574	206,390
Remaining Options/Shares Under Plans	161,153	177,337
Stock Compensation Plan
Total Shares Reserved Under Plans	134,000	134,000
Shares Reserved for Outstanding Options	0	0
Shares Issued	115,590	115,590
Remaining Options/Shares Under Plans	18,410	18,410
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 (Detai23

C. STOCKHOLDERS EQUITY (Details 1) - shares	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
C. Stockholders Equity Details 1
Granted	10,300	0
Expired	17,523	15,081
Forfeited	809	0

C. STOCKHOLDERS EQUITY (Detai24

C. STOCKHOLDERS EQUITY (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
C. Stockholders Equity Details 2
Employees	$ 1,448,098	$ 312,375
Non-employees	$ 42,342	$ 78,553

C. STOCKHOLDERS EQUITY (Detai25

C. STOCKHOLDERS EQUITY (Details 3)	3 Months Ended
	Dec. 31, 2017$ / sharesshares
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	3/1/2018
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	3/1/2018
Series N [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/18/2008
Shares Issuable upon Exercise of Warrant | shares	85,339
Exercise Price	$ 3
Expiration Date	8/18/2018
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 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 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 FF [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/8/2016
Shares Issuable upon Exercise of Warrant | shares	68,048
Exercise Price	$ 3.91
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 HH [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/23/2017
Shares Issuable upon Exercise of Warrant | shares	20,000
Exercise Price	$ 3.13
Expiration Date	2/16/2022
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
Series JJ [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/14/2017
Shares Issuable upon Exercise of Warrant | shares	30,000
Exercise Price	$ 3.13
Expiration Date	3/8/2022
Series LL [Member]
STOCKHOLDERS' EQUITY
Issue Date	4/30/2017
Shares Issuable upon Exercise of Warrant | shares	26,398
Exercise Price	$ 3.59
Expiration Date	4/30/2022
Series MM [Member]
STOCKHOLDERS' EQUITY
Issue Date	6/22/2017
Shares Issuable upon Exercise of Warrant | shares	893,491
Exercise Price	$ 1.86
Expiration Date	6/22/2022
Series NN [Member]
STOCKHOLDERS' EQUITY
Issue Date	7/24/2017
Shares Issuable upon Exercise of Warrant | shares	539,300
Exercise Price	$ 2.52
Expiration Date	7/24/2022
Series OO [Member]
STOCKHOLDERS' EQUITY
Issue Date	7/31/2017
Shares Issuable upon Exercise of Warrant | shares	60,000
Exercise Price	$ 2.52
Expiration Date	7/31/2022
Series QQ [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/22/2017
Shares Issuable upon Exercise of Warrant | shares	87,500
Exercise Price	$ 2.50
Expiration Date	8/22/2022
Series GG [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/23/2017
Shares Issuable upon Exercise of Warrant | shares	400,000
Exercise Price	$ 3
Expiration Date	8/23/2022
Series II [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/14/2017
Shares Issuable upon Exercise of Warrant | shares	600,000
Exercise Price	$ 3
Expiration Date	9/14/2022
Series RR [Member]
STOCKHOLDERS' EQUITY
Issue Date	10/30/2017
Shares Issuable upon Exercise of Warrant | shares	583,057
Exercise Price	$ 1.65
Expiration Date	10/30/2022
Series KK [Member]
STOCKHOLDERS' EQUITY
Issue Date	5/3/2017
Shares Issuable upon Exercise of Warrant | shares	395,970
Exercise Price	$ 3.04
Expiration Date	11/3/2022
Series SS [Member]
STOCKHOLDERS' EQUITY
Issue Date	12/19/2017
Shares Issuable upon Exercise of Warrant | shares	1,289,478
Exercise Price	$ 2.09
Expiration Date	12/18/2022
Series PP [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/28/2017
Shares Issuable upon Exercise of Warrant | shares	1,750,000
Exercise Price	$ 2.30
Expiration Date	2/28/2023
Consultants [Member]
STOCKHOLDERS' EQUITY
Issue Date	3/30/15- 7/28/17
Shares Issuable upon Exercise of Warrant | shares	40,000
Exercise Price Minimum	$ 2.18
Exercise Price Maximum	$ 25.50
Expiration Date	3/29/18- 7/27/27

C. STOCKHOLDERS EQUITY (Detai26

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017
C. Stockholders Equity Details 4
Series S warrants	$ 19,705		$ 32,773
Series V warrants	171,225		72,912
Series W warrants	213,221		83,754
Series Z warrants	132,751		77,216
Series ZZ warrants	8,096		4,753
Series AA warrants	112,447		65,087
Series BB warrants	6,953		4,322
Series CC warrants	591,041		394,220
Series DD warrants	9		5,492
Series EE warrants	9		5,492
Series FF warrants	65,201		47,154
Series GG warrants	457,305		342,173
Series HH warrants	21,676		16,014
Series II warrants	690,442		511,636
Series JJ warrants	32,745		24,203
Series KK warrants	460,747		345,720
Series LL warrants	28,059		20,481
Total warrant liabilities	3,011,632		$ 2,053,402
Series S warrants	13,068	$ 2,621,321
Series V warrants	(98,313)	1,417,721
Series W warrants	(129,467)	1,667,604
Series Z warrants	(55,535)	868,787
Series ZZ warrants	(3,343)	63,884
Series AA warrants	(47,360)	679,569
Series BB warrants	(2,631)	52,672
Series CC warrants	(196,821)	604,492
Series DD warrants	5,483	370,919
Series EE warrants	5,483	514,603
Series FF warrants	(18,047)	66,740
Series GG warrants	(115,132)	0
Series HH warrants	(5,662)	0
Series II warrants	(178,806)	0
Series JJ warrants	(8,542)	0
Series KK warrants	(115,027)	0
Series LL warrants	(7,578)	0
Net (loss) gain on warrant liabilities	$ (958,230)	$ 8,928,312

C. STOCKHOLDERS EQUITY (Detai27

C. STOCKHOLDERS EQUITY (Details Narrative) - shares	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
C. Stockholders Equity Details Narrative
Stock issued for consulting agreement	13,705	14,900

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Derivative instruments	$ 3,011,632	$ 2,053,402
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	19,705	32,773
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	$ 2,991,927	$ 2,020,629

D. FAIR VALUE MEASUREMENTS (D29

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017
D. Fair Value Measurements Details 1
Beginning balance	$ 2,020,629	$ 5,283,573
Issuances	0	4,665,683
Realized and unrealized gains	971,298	(7,928,627)
Ending balance	$ 2,991,927	$ 2,020,629

E. RELATED PARTY LOAN (Details

E. RELATED PARTY LOAN (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
E. Related Party Loan Details Narrative
Interest expense paid to officers	$ 0	$ 0

F. NOTES PAYABLE (Details Narra

F. NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
F. Notes Payable Details Narrative
Notes payable converted into common shares	$ 75,000	$ 0
Common shares issued for notes payable	32,751

G. COMMITMENTS AND CONTINGENC32

G. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2017USD ($)
Commitments And Contingencies Details
Nine months ending September 30, 2018	$ 1,314,000
2,019	1,808,000
2,020	1,872,000
2,021	1,937,000
2,022	2,004,000
2,023	2,073,000
Thereafter	11,685,000
Total future minimum lease obligation	22,693,000
Less imputed interest on financing obligation	(9,438,000)
Net present value of lease financing obligation	$ 13,255,000

G. COMMITMENTS AND CONTINGENC33

G. COMMITMENTS AND CONTINGENCIES (Details 1)	Dec. 31, 2017USD ($)
G. Commitments And Contingencies Details 1
Nine months ending September 30, 2018	$ 189,000
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	$ 917,000

G. COMMITMENTS AND CONTINGENC34

G. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Research and Development Lab
Deferred rent liability	$ 8,000	$ 5,000
Headquarters
Deferred rent liability	$ 17,000	$ 18,000

H. PATENTS (Details)

H. PATENTS (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
H. Patents Details
Nine months ending September 30, 2018	$ 27,000
Year ending September 30, 2019	35,000
Year ending September 30, 2020	32,000
Year ending September 30, 2021	29,000
Year ending September 30, 2022	15,000
Year ending September 30, 2023	15,000
Thereafter	52,000
Total	$ 214,872	$ 223,167

H. PATENTS (Details Narrative)

H. PATENTS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
H. Patents Details Narrative
Patent impairment charges	$ 0	$ 0
Amortization of patent costs	$ 9,000	$ 9,000

I. EARNINGS (LOSS) PER COMMON37

I. EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
I. Earnings Loss Per Common Share Details
Net (loss) income	$ (6,187,830)	$ 3,521,153
Weighted Average Shares - Basic and Diluted	11,636,730
Basic and dilutive loss per share	$ (.53)
Net Income		3,521,153
Gain on derivatives		(1,556,754)
Net Income, Diluted		$ 1,964,399
Weighted Average Shares - Basic	11,636,730	5,994,431
Gain on derivatives, shares		90,277
Weighted Average Shares - Diluted	11,636,730	6,084,708
Basic earnings per share	$ (0.53)	$ 0.59
Dilutive earnings per share	$ (0.53)	$ 0.32

I. EARNINGS (LOSS) PER COMMON38

I. EARNINGS (LOSS) PER COMMON SHARE (Details 1) - shares	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Antidilutive securities	11,956,945	7,550,179
Options and Warrants
Antidilutive securities	10,491,090	6,946,179
Unvested Restricted Stock
Antidilutive securities	332,000	604,000
Convertible debt
Antidilutive securities	1,133,355	0