CEL-SCI (CVM) 10-Q 14 Aug 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2018	Aug. 01, 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	Jun. 30, 2018
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		23,541,703
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2018	Sep. 30, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 2,346,650	$ 2,369,438
Receivables	119,652	218,481
Prepaid expenses	346,431	826,429
Deposits - current portion	0	150,000
Inventory used for R&D and manufacturing	628,158	672,522
Total current assets	3,440,891	4,236,870
Plant, property and equipment, net	16,361,651	16,793,220
Patent costs, net	227,166	223,167
Deposits	1,670,917	1,670,917
Total Assets	21,700,625	22,924,174
CURRENT LIABILITIES:
Accounts payable	6,253,497	8,196,334
Accrued expenses	861,842	936,698
Due to employees	1,242,813	693,831
Notes payable	0	994,258
Derivative instruments, current portion	4,916	10,984
Other current liabilities	14,290	12,449
Total current liabilities	8,377,358	10,844,554
Derivative instruments - net of current portion	1,076,400	2,042,418
Lease Liability	13,336,969	13,211,925
Deferred revenue	126,795	125,000
Other liabilities	34,837	37,254
Total liabilities	22,952,359	26,261,151
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $.01 par value-200,000 shares authorized; -0- shares issued and outstanding	0	0
Common stock, $.01 par value - 600,000,000 shares authorized; 19,570,468 and 11,903,133 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively	195,706	119,031
Additional paid-in capital	315,217,502	296,298,401
Accumulated deficit	(316,664,942)	(299,754,409)
Total stockholders' deficit	(1,251,734)	(3,336,977)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$ 21,700,625	$ 22,924,174

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	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	19,570,468	11,903,133
Common Stock Shares Outstanding	19,570,468	11,903,133

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Grant and other income	$ 104,170	$ 17,389	$ 350,029	$ 51,822
Operating Expenses:
Research and development	2,425,562	3,180,401	7,713,873	13,307,275
General & administrative	1,748,971	1,595,707	5,823,694	4,347,830
Total operating expenses	4,174,533	4,776,108	13,537,567	17,655,105
Operating loss	(4,070,363)	(4,758,719)	(13,187,538)	(17,603,283)
Gain (loss) on derivative instruments	(8,618)	790,365	187,967	9,669,977
Interest expense, net	(1,935,587)	(495,709)	(3,910,962)	(1,436,095)
Net loss available to common shareholders	$ (6,014,568)	$ (4,464,063)	$ (16,910,533)	$ (9,369,401)
Net loss per common share
Basic	$ (.36)	$ (.53)	$ (1.17)	$ (1.29)
Diluted	(.36)	(.53)	$ (1.17)	$ (1.34)
Basic and diluted	$ (0.36)	$ (0.53)
Weighted average common shares outstanding
Basic	16,651,297	8,405,790	14,486,351	7,235,140
Diluted	16,651,297	8,405,790	14,486,351	7,292,715
Basic and diluted	16,651,297	8,405,790

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (16,910,533)	$ (9,369,401)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	485,710	476,103
Share-based payments for services	349,319	151,611
Share-based payments for interest	80,716	0
Equity based compensation	2,193,402	1,002,923
Common stock contributed to 401(k) plan	109,073	114,483
Shares issued for settlement of clinical research costs	2,957,400	0
Loss on prepaid research and development	471,157	0
Loss on retired equipment	0	1,187
Gain on derivative instruments	(187,967)	(9,669,977)
Amortization of debt discount	1,956,424	21,441
Inducement expense	291,234	0
Capitalized lease interest	125,044	149,209
(Increase)/decrease in assets:
Receivables	98,829	(182,563)
Prepaid expenses	122,627	275,084
Inventory used for R&D and manufacturing	44,364	350,904
Deposits	150,000	154,995
Increase/(decrease) in liabilities:
Accounts payable	(1,960,438)	5,514,909
Accrued expenses	(74,856)	555,250
Due to employees	548,982	103,013
Other liabilities	4,819	490
Net cash used in operating activities	(9,144,694)	(10,350,339)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(1,015)	(10,525)
Expenditures for patent costs	(2,437)	0
Net cash used in investing activities	(3,452)	(10,525)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	6,996,763	7,167,773
Proceeds from issuance of notes payable	0	1,510,000
Proceeds from exercise of warrants	2,133,677	0
Payments on obligations under capital lease	(5,082)	(2,428)
Net cash provided by financing activities	9,125,358	8,675,345
NET DECREASE IN CASH AND CASH EQUIVALENTS	(22,788)	(1,685,519)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,369,438	2,917,996
CASH AND CASH EQUIVALENTS, END OF PERIOD	2,346,650	1,232,477
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	61,501	11,586
Capital lease obligation included in accounts payable	408	2,266
Property and equipment acquired through capital lease	0	26,104
Fair value of warrants issued in connection with public offering	0	4,665,683
Exercise of derivative liabilities	784,119	0
Discount on notes payable	0	(1,205,647)
Financing costs included in accounts payable	0	92,467
Prepaid consulting services paid with issuance of common stock	113,786	(37,550)
Notes payable converted into common shares	2,294,300	0
Conversion of accrued salaries and board fees to notes payable	0	250,000
Cash paid for interest expense	$ 1,312,664	$ 1,413,455

A. BASIS OF PRESENTATION AND SU

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Jun. 30, 2018
Basic EPS
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 June 30, 2018 and the results of its operations for the three and nine 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 nine and three months ended June 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming 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 (except 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 Company’s 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 the 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 June 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-07, Compensation—Stock Compensation (Topic 718 grant date grantor grantee 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 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	9 Months Ended
	Jun. 30, 2018
Basic EPS
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 nine months ended June 30, 2018, the Company raised approximately $7.0 million in net proceeds from private offerings and received proceeds of approximately $2.1 million from the exercise of warrants. 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 funding, it may have to curtail its operations until 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. As of June 30, 2018, the Company has incurred expenses of approximately $49.5 million on direct costs for the Phase 3 clinical trial since its launch of the Phase 3 clinical trial for Multikine. The Company estimates it will incur additional expenses of approximately $9.4 million for the remainder of the Phase 3 clinical trial. 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, including manufacturing 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. On October 31, 2013, the Company commenced arbitration proceedings against inVentiv Health Clinical, LLC, or inVentiv, its former clinical research organization (CRO), and now part of Syneos Health. The arbitration claim, initiated under the Commercial Rules of the American Arbitration Association, alleged (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud. On June 25, 2018, the arbitrator ruled that inVentiv materially breached its contract with the Company and denied inVentiv all but one of its counterclaims ($429,649 for certain unpaid invoices) against the Company. The arbitrator awarded the Company $2,917,834 in damages. This is a final and binding decision and to the Company’s knowledge, marks the first ever decision in favor of a pharmaceutical/biomedical company against a CRO for breach of contract. However, pursuant to the terms of an agreement with an affiliate of Lake Whillans Litigation Finance, LLC, a firm that produced partial funding for the legal expenses incurred by the Company in the arbitration proceedings, all amounts received from inVentiv by virtue of the arbitration award will be paid to Lake Whillans Litigation Finance. As a result of the arbitrator’s ruling, the Company expensed a prepaid asset in the amount of approximately $471,000, that will no longer be realized. 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. The reduction in the number of outstanding shares resulted in an increase in the Company’s loss per share by a factor of twenty-five, in all prior periods. 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	9 Months Ended
	Jun. 30, 2018
Basic EPS
C. STOCKHOLDERS' EQUITY	Stock options, stock bonuses and compensation granted by the Company as of June 30, 2018 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 138,400 123,558 N/A 385 Non-Qualified Stock Option Plans 3,387,200 2,946,606 N/A 399,533 Stock Bonus Plans 783,760 N/A 288,337 495,390 Stock Compensation Plan 134,000 N/A 118,590 15,410 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 Nine Months Ended June 30, 2018 2017 Granted 1,858,1080 39,225 Expired 26,395 16,081 Forfeited 1,393 1,980 Three Months Ended June 30, 2018 2017 Granted 1,847,808 39,225 Expired 2,016 800 Forfeited - 919 Stock-Based Compensation Expense Nine months Ended June 30, 2018 2017 Employees $ 2,193,402 $ 1,002,923 Non-employees $ 349,319 $ 151,611 Three months Ended June 30, 2018 2017 Employees $ 465,487 $ 325,168 Non-employees $ 191,328 $ 38,833 Employee compensation expense includes the expense related to options issued or vested and restricted stock. The increase in employee compensation expense in 2018 is primarily due to an increase of approximately $1 million in equity based compensation related to the Company’s shareholder approved 2014 Incentive Stock Bonus Plan. Non-employee 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 June 30, 2018: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series DD 12/8/2016 1,360,960 $ 4.50 7/12/2018 1 Series EE 12/8/2016 1,360,960 $ 4.50 7/12/2018 1 Series N 8/18/2008 85,339 $ 3.00 8/18/2018 * Series S 10/11/13- 10/24/14 327,729 $ 31.25 10/11/2018 1 Series V 5/28/2015 810,127 $ 19.75 5/28/2020 1 Series UU 6/11/2018 187,562 $ 2.80 6/11/2020 2 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 31,063 $ 2.50 8/22/2022 2 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 1,013,162 $ 2.09 12/18/2022 2 Series TT 2/5/2018 1,875,860 $ 2.24 2/5/2023 2 Series PP 8/28/2017 1,674,500 $ 2.30 2/28/2023 2 Consultants 10/1/15- 7/28/17 36,400 $ 2.18- $15.00 9/30/18- 7/27/27 3 *No current period changes to these warrants. 1. Derivative Liabilities The table below presents the warrant liabilities and their respective balances at the balance sheet dates: June 30, 2018 September 30, 2017 Series S warrants $ 4,916 $ 32,773 Series V warrants 50,068 72,912 Series W warrants 65,276 83,754 Series Z warrants 42,534 77,216 Series ZZ warrants 2,651 4,753 Series AA warrants 36,750 65,087 Series BB warrants 2,334 4,322 Series CC warrants 212,976 394,220 Series DD warrants - 5,492 Series EE warrants - 5,492 Series FF warrants 24,035 47,154 Series GG warrants 172,042 342,173 Series HH warrants 8,052 16,014 Series II warrants 261,058 511,636 Series JJ warrants 12,233 24,203 Series KK warrants 175,912 345,720 Series LL warrants 10,479 20,481 Total warrant liabilities $ 1,081,316 $ 2,053,402 The table below presents the gains and (losses) on the warrant liabilities for the nine months ended June 30: 2018 2017 Series S Warrants $ (756,261 ) $ 3,036,688 Series V warrants 22,842 1,450,126 Series W warrants 18,478 1,618,555 Series Z warrants 34,682 829,279 Series ZZ warrants 2,103 61,382 Series AA warrants 28,337 647,010 Series BB warrants 1,988 50,448 Series CC warrants 181,244 416,599 Series DD warrants 5,492 435,263 Series EE warrants 5,492 651,522 Series FF warrants 23,119 45,403 Series GG warrants 170,131 92,178 Series HH warrants 7,962 4,653 Series II warrants 250,578 137,044 Series JJ warrants 11,970 6,943 Series KK warrants 169,808 172,883 Series LL warrants 10,002 14,001 Net gain on warrant liabilities $ 187,967 $ 9,669,977 The table below presents the gains and (losses) on the warrant liabilities for the three months ended June 30: 2018 2017 Series S Warrants $ (768,188 ) $ 456,852 Series V warrants 26,389 32,405 Series W warrants 42,609 9,140 Series Z warrants 26,587 1,016 Series ZZ warrants 1,914 187 Series AA warrants 19,661 345 Series BB warrants 1,695 110 Series CC warrants 139,325 (13,270 ) Series DD warrants 36 21,315 Series EE warrants 36 139,284 Series FF warrants 15,818 (1,763 ) Series GG warrants 132,712 (16,033 ) Series HH warrants 5,279 (687 ) Series II warrants 199,970 (24,375 ) Series JJ warrants 7,960 (1,045 ) Series KK warrants 132,884 172,883 Series LL warrants 6,695 14,001 Net gain (loss) on warrant liabilities $ (8,618 ) $ 790,365 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 in the accompanying statements of operations. Changes in Liability Classified Warrants On April 2, 2018, the exercise price of the Company’s outstanding Series S warrants that are publicly traded under the symbol “CVM WS” on the NYSE American, was repriced to $1.75 per share until June 11, 2018. After that date, the exercise price reverted back to $31.25 per share of common stock. Warrant holders exercised 709,391 warrants under the temporarily revised terms, for total proceeds of approximately $1.2 million. On January 12, 2018, the exercise price had been reduced to $3.00 per share through April 3, 2018, however, no warrants were exercised under these terms. The modification was reflected in the fair value measurement of the warrants. Twenty-five (25) Series S warrants are required to purchase one share of common stock. The remaining Series S warrants expire on October 11, 2018. On June 25, 2018, the Company extended the expiration date of its Series DD and Series EE warrants to July 12, 2018. On February 23, 2018, the Company extended the expiration date of these warrants to July 1, 2018. These modifications were reflected in the fair value measurement of the 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. 2. Issuance of Equity Warrants Series UU Warrants On June 11, 2018, the Company issued 187,562 Series UU Warrants to holders of the outstanding Series MM and NN notes payable as an inducement to convert their notes into common stock (See Note F). The Series UU warrants are exercisable at a fixed price of $2.80 per share, will not be exercisable for 6 months and expire on June 11, 2020. Series TT Warrants On February 5, 2018, the Company sold 2,501,145 shares of its common stock at a price of $1.87 per share for total proceeds of approximately $4.7 million. The common stock was restricted unless registered. The purchasers of the common stock also received Series TT warrants which allow the purchasers to acquire up to 1,875,860 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 expire on February 5, 2023. Shares issuable upon the exercise of the warrants are restricted securities unless registered. The shares and warrants were registered on February 28, 2018. The Company allocated the proceeds received to the shares and the Series TT warrants on a relative fair value basis. As a result of such allocation, the Company determined the relative fair value of the Series TT warrants to be approximately $1.56 million. The Series TT warrants qualify for equity treatment in accordance with ASC 815. Series SS Warrants On December 19, 2017 the Company sold 1,289,478 shares of its common stock at a price of $1.90 per share for total proceeds of approximately $2.45 million. The purchasers of the common stock also received Series SS warrants which allow 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, and will expire on December 18, 2022. Shares issuable upon the exercise of the warrants will be restricted securities unless registered. The shares and warrants were registered on January 23, 2018. 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 relative fair 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. During the quarter ended June 30, 2018, 276,316 Series SS warrants were exercised for total proceeds of approximately $578,000. 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 approximately $0.7 million, the relative fair value on the date of issuance, as described in Note F. Other Warrant Activity During the quarter ended June 30, 2018, 75,500 Series PP warrants were exercised for total proceeds of approximately $174,000 and 56,437 Series QQ warrants were exercised for total proceeds of approximately $141,000. 3. Options and shares issued to Consultants The Company typically enters into consulting arrangements in exchange for common stock or stock options. During the nine and three months ended June 30, 2018, the Company issued 219,391 and 81,604 shares of common stock respectively, of which 216,391 and 78,604, respectively, were restricted shares. During the nine and three months ended June 30, 2017, the Company issued 36,999 and 18,000 shares of common stock, respectively. The weighted average grant date fair value of the shares issued to consultants during the nine months ended June 30, 2018 and 2017, was $2.11 and $3.42 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. If shares or options are issued for past services, the aggregate values are expensed when the shares or options are issued. During the nine and three months ended June 30, 2018, the Company recorded total expense of approximately $349,000 and $191,000, respectively, relating to these consulting arrangements. During the nine and three months ended June 30, 2017, the Company recorded total expense of approximately $152,000 and $39,000, respectively, relating to these consulting arrangements. At June 30, 2018 and September 30, 2017, approximately $159,000 and $45,000, respectively, are included in prepaid expenses. As of June 30, 2018, the Company had 36,400 options outstanding, which were issued to consultants as payment for services. All of these options were vested and all were issued from the Non-Qualified Stock Option plans. Other Equity Transactions On May 16, 2018, the Company entered into a Securities Purchase Agreement with Ergomed plc, one of the Company’s Clinical Research Organizations responsible for managing the Company’s Phase 3 clinical trial, to facilitate a partial payment of the accounts payable balances due Ergomed. Under the Agreement, the Company issued Ergomed 600,000 shares, with a fair market value of approximately $1.7 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 quarter ended June 30, 2018, the Company recorded the full amount of the expense upon issuance, offset by amounts realized through the resale by Ergomed of 462,921 shares for approximately $0.7 million and the corresponding reduction of the payables resulting in a net expense of approximately $1.0 million. As of June 30, 2018, Ergomed holds the remaining 137,079 shares and may resell the shares or return the shares to the Company for cancellation until December 31, 2018. On January 1, 2018, and August 15, 2017, the Company entered into similar Securities Purchase Agreements with Ergomed plc, to facilitate a partial payment of the accounts payable balances due Ergomed. Under those Agreements, the Company issued Ergomed 660,000 and 480,000 shares, with a fair market value of approximately $1.3 million and $1.3 million, respectively, 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 nine months and three months ended June 30, 2018, the Company realized net interest expense of approximately $0.2 million and $0.1 million as a result of these Agreements.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	9 Months Ended
	Jun. 30, 2018
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 June 30, 2018: 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 $ 4,916 $ - $ 1,076,400 $ 1,081,316 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 nine months ended June 30, 2018 and the year ended September 30, 2017: 9 months ended 12 months ended June 30, 2018 September 30, 2017 Beginning balance $ 2,020,629 $ 5,283,573 Issuances - 4,665,683 Realized and unrealized gains (944,229 ) (7,928,627 ) Ending balance $ 1,076,400 $ 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	9 Months Ended
	Jun. 30, 2018
Basic EPS
E. RELATED PARTY TRANSACTIONS	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 a note in the principal amount of $250,000. The terms of Mr. Kersten’s note were identical to the other participants. On June 11, 2018, all outstanding Series MM Notes were converted into common stock. The number of shares of common stock issued upon conversion was determined by dividing the principal amount to be converted by $1.69, which resulted in the issuance of 147,929 shares to Mr. Kersten. Along with the other purchasers of the convertible notes, upon issuance of the Series MM 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 July 24, 2017, the Company issued convertible notes (Series NN) in the aggregate principal amount of $1.2 million to twelve individual investors. A trust in which Mr. Kersten 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. On June 11, 2018, all outstanding Series NN Notes were converted into common stock. The number of shares of the Company’s common stock issued upon conversion was determined by dividing the principal amount to be converted by $2.29, which resulted in the issuance of 109,170 shares to the trust and 10,917 shares to Ms. Prichep. Along with the other purchasers of the convertible notes, upon issuance 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 11, 2018, to induce conversion of the Series MM and NN Notes, all note holders were given Series UU warrants in an amount equal to 20% of the shares into which the notes were convertible. This resulted in the issuance of 29,586, 21,834 and 2,183 Series UU warrants to Mr. Kersten, the trust and Ms. Prichep, respectively. The Series UU warrants have an exercise price of $2.80 per share and expire on June 11, 2018 (See Note C). These terms are identical to the other recipients of the Series UU Warrants. On October 30, 2017, the due dates of the Series NN and Series MM Notes were 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 (See Note F). On June 30, 2018, there were no outstanding Series MM and Series NN Notes Payable. The Series MM and NN Notes accrued interest at 4%. Upon conversion, the officers elected to receive the accrued interest in shares of common stock instead of cash. On the conversion date, the officers converted approximately $19,000 in accrued interest into 6,930 shares of common stock.

F. NOTES PAYABLE

F. NOTES PAYABLE	9 Months Ended
	Jun. 30, 2018
F. Notes Payable
F. NOTES PAYABLE	The Series MM and Series NN Notes (collectively, the “Notes”) were issued in June and July 2017, as described in Note E. The Notes bear interest at 4% and could be converted into shares of the Company’s common stock at a fixed conversion rate of $1.69 for the Series MM Notes and $2.29 for the Series NN Notes. On October 30, 2017, the Company extended the due dates of the Notes from December 22, 2017 to September 21, 20l8, and issued the note holders 583,057 of Series RR Warrants. The Series RR warrants expire on October 30, 2022 and are exercisable at a price of $1.65 per share, which was the closing price of the Company’s common stock 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 was experiencing financial difficulties at the time of the modification 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. On June 11, 2018, all outstanding Series MM and Series NN notes were converted into common stock in accordance with the original agreements resulting in notes in the principal amount of $1,860,000 being converted into 937,804 shares of common stock. As an inducement to convert, the Company issued the note holders 187,562 Series UU warrants The Series UU warrants are exercisable at a fixed price of $2.80 per share, are exercisable on December 11, 2018 and expire on June 11, 2020. During the nine months ended June 30, 2018 and including the inducement, note holders converted notes in the principal amount of $2,294,300, into 1,166,105 shares of common stock. During the three months ended June 30, 2018 and including the inducement, note holders converted notes in the principal amount of $2,110,000, into 1,077,981 shares of common stock. The unamortized debt discounts relating to the converted Notes were charged to interest expense. During the nine and three months ended June 30, 2018, the Company recorded approximately $2.0 and $1.0 million in interest expense, respectively, relating to the amortization of the debt discount. During the nine and three months ended June 30, 2017, the Company recorded approximately $21,000 in interest expense, relating to the amortization of the debt discount. On June 11, 2018, all note holders were given the option to receive the interest accrued on the Notes in cash or in shares converted at $2.80, the fair value of the shares on that date. Accrued interest in the amount of approximately $0.1 million was converted into 28,825 shares of common stock.

G. COMMITMENTS AND CONTINGENCIE

G. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Jun. 30, 2018
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 June 30, 2018, 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 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 nine 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 June 30, 2018 and September 30, 2017, the leased building asset has a net book value of approximately $16.2 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. Depreciation on the leased building was approximately $0.4 million and $0.1 million, respectively, for the nine and three months ended June 30, 2018 and 2017. Accumulated depreciation was approximately $5.0 million and $4.6 million as of June 30, 2018 and September 30, 2017, respectively. 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 June 30, 2018 and September 30, 2017. Approximate future minimum lease payments under the San Tomas lease as of June 30, 2018 are as follows: Three months ending September 30, 2018 $ 438,000 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 21,817,000 Less imputed interest on financing obligation (8,480,000 ) Net present value of lease financing obligation $ 13,337,000 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 June 30, 2018 and September 30, 2017, the Company has recorded a deferred rent liability of approximately $11,000 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 June 30, 2018 and September 30, 2017, the Company has recorded a deferred rent liability of approximately $15,000 and $18,000, respectively. As of June 30, 2018, material contractual obligations, excluding the San Tomas lease, consisting of non-cancelable operating lease payments are as follows: Three months ending September 30, 2018 $ 64,000 Year ending September 30, 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 792,000 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	9 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
H. PATENTS	During the nine and three months ended June 30, 2018 and 2017, no patent impairment charges were recorded. For the nine and three months ended June 30, 2018, amortization of patent costs totaled approximately $53,000 and $34,000, respectively. For the nine and three months ended June 30, 2017 amortization of patent costs totaled approximately $30,000 and $11,000, respectively. Approximate estimated future amortization expense is as follows: Three months ending September 30, 2018 $ 10,000 Year ending September 30, 2019 38,000 2020 35,000 2021 32,000 2022 28,000 2023 18,000 Thereafter 66,000 Total $ 227,000

I. LOSS PER COMMON SHARE

I. LOSS PER COMMON SHARE	9 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
I. LOSS PER COMMON SHARE	The following table provides the details of the basic and diluted loss per-share computations: Nine months ended June 30, Three months ended June 30, 2018 2017 2018 2017 Loss per share - basic Net loss available to common shareholders - basic $ (16,910,533 ) $ (9,369,401 ) $ (6,014,568 ) $ (4,464,063 ) Weighted average shares outstanding - basic 14,486,351 7,235,140 16,651,297 8,405,790 Basic loss per common share $ (1.17 ) $ (1.29 ) $ (0.36 ) $ (0.53 ) Loss per share - diluted Net loss available to common shareholders - basic $ (16,910,533 ) $ (9,369,401 ) $ (6,014,568 ) $ (4,464,063 ) Gain on derivatives (1) - (413,651 ) - - Net loss available to common shareholders - diluted $ (16,910,533 ) $ (9,783,052 ) $ (6,014,568 ) $ (4,464,063 ) Weighted average shares outstanding - basic 14,486,351 7,235,140 16,651,297 8,405,790 Incremental shares underlying dilutive "in the money" warrants - 57,575 - - Weighted average shares outstanding - diluted 14,486,351 7,292,715 16,651,297 8,405,790 Diluted loss per common share $ (1.17 ) $ (1.34 ) $ (0.36 ) $ (0.53 ) (1) Includes the net derivative gains from series GG, HH, II, JJ and KK warrants for the nine months ended June 30, 2017 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 2018 2017 Options and Warrants 12,567,982 7,951,929 Unvested Restricted Stock 312,000 604,000 Convertible debt - 893,491 Total 12,879,982 9,449,420

J. SUBSEQUENT EVENTS

J. SUBSEQUENT EVENTS	9 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
J. SUBSEQUENT EVENTS	On July 2, 2018 the Company closed on a registered direct offering and concurrent private placement with institutional investors. The Company received gross proceeds of approximately $5 million. The Company issued approximately 3,900,000 registered shares of common stock at a purchase price of $1.30 per share. Concurrently in a private placement, the Company issued to the investors warrants to purchase up to 3,900,000 shares of its common stock. For each share of common stock purchased in the registered direct offering, the investors in the private placement received an unregistered warrant to purchase one share of common stock. The warrants have an exercise price of $1.75 per share, will be exercisable upon the 6 month anniversary of the issue date, and will expire 5.5 years from the issue date. On July 10, 2018 the Company extended the expiration date of its Series DD and Series EE warrants to December 10, 2018. The Series DD and Series EE warrants were issued on December 8, 2016. On July 12, 2018, the Company received a letter from the NYSE American, its current listing exchange, which advised the Company that, based upon its March 31, 2018 10-Q report, the Company was noncompliant with the continued listing standards of the NYSE American. The Company can maintain its listing by submitting a plan of compliance by August 13, 2018. This plan must advise of actions the Company has taken or will take to regain compliance with the continued listing standards by January 14, 2019. The Company has already submitted such a plan. In addition, the NYSE American will not normally remove the securities of an issuer which is otherwise below the stockholders’ equity continued listing criteria if the issuer has a market capitalization of at least $50 million.

A. BASIS OF PRESENTATION AND 16

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	9 Months Ended
	Jun. 30, 2018
Dilutive EPS
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 June 30, 2018 and the results of its operations for the three and nine 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 nine and three months ended June 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming 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 (except 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 Company’s 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 the 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 June 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-07, Compensation—Stock Compensation (Topic 718 grant date grantor grantee 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 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)	9 Months Ended
	Jun. 30, 2018
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 June 30, 2018 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 138,400 123,558 N/A 385 Non-Qualified Stock Option Plans 3,387,200 2,946,606 N/A 399,533 Stock Bonus Plans 783,760 N/A 288,337 495,390 Stock Compensation Plan 134,000 N/A 118,590 15,410 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 Nine Months Ended June 30, 2018 2017 Granted 1,858,1080 39,225 Expired 26,395 16,081 Forfeited 1,393 1,980 Three Months Ended June 30, 2018 2017 Granted 1,847,808 39,225 Expired 2,016 800 Forfeited - 919
Schedule of employees and non-employees stock compensation	Nine months Ended June 30, 2018 2017 Employees $ 2,193,402 $ 1,002,923 Non-employees $ 349,319 $ 151,611 Three months Ended June 30, 2018 2017 Employees $ 465,487 $ 325,168 Non-employees $ 191,328 $ 38,833
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 7/12/2018 1 Series EE 12/8/2016 1,360,960 $ 4.50 7/12/2018 1 Series N 8/18/2008 85,339 $ 3.00 8/18/2018 * Series S 10/11/13- 10/24/14 327,729 $ 31.25 10/11/2018 1 Series V 5/28/2015 810,127 $ 19.75 5/28/2020 1 Series UU 6/11/2018 187,562 $ 2.80 6/11/2020 2 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 31,063 $ 2.50 8/22/2022 2 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 1,013,162 $ 2.09 12/18/2022 2 Series TT 2/5/2018 1,875,860 $ 2.24 2/5/2023 2 Series PP 8/28/2017 1,674,500 $ 2.30 2/28/2023 2 Consultants 10/1/15- 7/28/17 36,400 $ 2.18- $15.00 9/30/18- 7/27/27 3 *No current period changes to these warrants.
Tabular disclosure of derivative liabilities at fair value	June 30, 2018 September 30, 2017 Series S warrants $ 4,916 $ 32,773 Series V warrants 50,068 72,912 Series W warrants 65,276 83,754 Series Z warrants 42,534 77,216 Series ZZ warrants 2,651 4,753 Series AA warrants 36,750 65,087 Series BB warrants 2,334 4,322 Series CC warrants 212,976 394,220 Series DD warrants - 5,492 Series EE warrants - 5,492 Series FF warrants 24,035 47,154 Series GG warrants 172,042 342,173 Series HH warrants 8,052 16,014 Series II warrants 261,058 511,636 Series JJ warrants 12,233 24,203 Series KK warrants 175,912 345,720 Series LL warrants 10,479 20,481 Total warrant liabilities $ 1,081,316 $ 2,053,402
Schedule Of Gains and (Losses) on Derivative Liabilities	The table below presents the gains and (losses) on the warrant liabilities for the nine months ended June 30: 2018 2017 Series S Warrants $ (756,261 ) $ 3,036,688 Series V warrants 22,842 1,450,126 Series W warrants 18,478 1,618,555 Series Z warrants 34,682 829,279 Series ZZ warrants 2,103 61,382 Series AA warrants 28,337 647,010 Series BB warrants 1,988 50,448 Series CC warrants 181,244 416,599 Series DD warrants 5,492 435,263 Series EE warrants 5,492 651,522 Series FF warrants 23,119 45,403 Series GG warrants 170,131 92,178 Series HH warrants 7,962 4,653 Series II warrants 250,578 137,044 Series JJ warrants 11,970 6,943 Series KK warrants 169,808 172,883 Series LL warrants 10,002 14,001 Net gain on warrant liabilities $ 187,967 $ 9,669,977 The table below presents the gains and (losses) on the warrant liabilities for the three months ended June 30: 2018 2017 Series S Warrants $ (768,188 ) $ 456,852 Series V warrants 26,389 32,405 Series W warrants 42,609 9,140 Series Z warrants 26,587 1,016 Series ZZ warrants 1,914 187 Series AA warrants 19,661 345 Series BB warrants 1,695 110 Series CC warrants 139,325 (13,270 ) Series DD warrants 36 21,315 Series EE warrants 36 139,284 Series FF warrants 15,818 (1,763 ) Series GG warrants 132,712 (16,033 ) Series HH warrants 5,279 (687 ) Series II warrants 199,970 (24,375 ) Series JJ warrants 7,960 (1,045 ) Series KK warrants 132,884 172,883 Series LL warrants 6,695 14,001 Net gain (loss) on warrant liabilities $ (8,6 18 ) $ 790,365

D. FAIR VALUE MEASUREMENTS (Tab

D. FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Jun. 30, 2018
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 June 30, 2018: 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 $ 4,916 $ - $ 1,076,400 $ 1,081,316 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)	9 months ended 12 months ended June 30, 2018 September 30, 2017 Beginning balance $ 2,020,629 $ 5,283,573 Issuances - 4,665,683 Realized and unrealized gains (944,229 ) (7,928,627 ) Ending balance $ 1,076,400 $ 2,020,629

G. COMMITMENTS AND CONTINGENC19

G. COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Jun. 30, 2018
G. Commitments And Contingencies Tables
Future minimum lease payments under the San Tomas lease	Three months ending September 30, 2018 $ 438,000 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 21,817,000 Less imputed interest on financing obligation (8,480,000 ) Net present value of lease financing obligation $ 13,337,000
Schedule of future minimum payments under operating leases	Three months ending September 30, 2018 $ 64,000 Year ending September 30, 2019 258,000 2020 238,000 2021 163,000 2022 69,000 Total $ 792,000

H. PATENTS (Tables)

H. PATENTS (Tables)	9 Months Ended
	Jun. 30, 2018
H. Patents Tables
Schedule of total estimated future amortization	Three months ending September 30, 2018 $ 10,000 Year ending September 30, 2019 38,000 2020 35,000 2021 32,000 2022 28,000 2023 18,000 Thereafter 66,000 Total $ 227,000

I. LOSS PER COMMON SHARE (Table

I. LOSS PER COMMON SHARE (Tables)	9 Months Ended
	Jun. 30, 2018
I. Loss Per Common Share Tables
Computation of dilutive net loss per share	Nine months ended June 30, Three months ended June 30, 2018 2017 2018 2017 Loss per share - basic Net loss available to common shareholders - basic $ (16,910,533 ) $ (9,369,401 ) $ (6,014,568 ) $ (4,464,063 ) Weighted average shares outstanding - basic 14,486,351 7,235,140 16,651,297 8,405,790 Basic loss per common share $ (1.17 ) $ (1.29 ) $ (0.36 ) $ (0.53 ) Loss per share - diluted Net loss available to common shareholders - basic $ (16,910,533 ) $ (9,369,401 ) $ (6,014,568 ) $ (4,464,063 ) Gain on derivatives (1) - (413,651 ) - - Net loss available to common shareholders - diluted $ (16,910,533 ) $ (9,783,052 ) $ (6,014,568 ) $ (4,464,063 ) Weighted average shares outstanding - basic 14,486,351 7,235,140 16,651,297 8,405,790 Incremental shares underlying dilutive "in the money" warrants - 57,575 - - Weighted average shares outstanding - diluted 14,486,351 7,292,715 16,651,297 8,405,790 Diluted loss per common share $ (1.17 ) $ (1.34 ) $ (0.36 ) $ (0.53 ) (1) Includes the net derivative gains from series GG, HH, II, JJ and KK warrants for the nine months ended June 30, 2017
Antidilutive securities	2018 2017 Options and Warrants 12,567,982 7,951,929 Unvested Restricted Stock 312,000 604,000 Convertible debt - 893,491 Total 12,879,982 9,449,420

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Jun. 30, 2018	Sep. 30, 2017
Incentive Stock Option Plans
Total Shares Reserved Under Plans	138,400	138,400
Shares Reserved for Outstanding Options	123,558	124,758
Shares Issued	0	0
Remaining Options/Shares Under Plans	385	454
Non Qualified Stock Option Plans
Total Shares Reserved Under Plans	3,387,200	1,187,200
Shares Reserved for Outstanding Options	2,946,606	1,115,086
Shares Issued	0	0
Remaining Options/Shares Under Plans	399,533	42,830
Stock Bonus Plans
Total Shares Reserved Under Plans	783,760	383,760
Shares Reserved for Outstanding Options	0	0
Shares Issued	288,337	206,390
Remaining Options/Shares Under Plans	495,390	177,337
Stock Compensation Plan
Total Shares Reserved Under Plans	134,000	134,000
Shares Reserved for Outstanding Options	0	0
Shares Issued	118,590	115,590
Remaining Options/Shares Under Plans	15,410	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		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
C. Stockholders Equity Details 1
Granted	1,847,808	39,225	1,858,108	39,225
Expired	2,016	800	26,395	16,081
Forfeited	0	919	1,393	1,980

C. STOCKHOLDERS EQUITY (Detai24

C. STOCKHOLDERS EQUITY (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
C. Stockholders Equity Details 2
Employees	$ 465,487	$ 325,168	$ 2,193,402	$ 1,002,923
Non-employees	$ 191,328	$ 38,833	$ 349,319	$ 151,611

C. STOCKHOLDERS EQUITY (Detai25

C. STOCKHOLDERS EQUITY (Details 3)	9 Months Ended
	Jun. 30, 2018$ / 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	7/12/2018
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	7/12/2018
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	327,729
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 UU [Member]
STOCKHOLDERS' EQUITY
Issue Date	6/11/2018
Shares Issuable upon Exercise of Warrant | shares	187,562
Exercise Price	$ 2.80
Expiration Date	6/11/2020
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	31,063
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	1,013,162
Exercise Price	$ 2.09
Expiration Date	12/18/2022
Series TT [Member]
STOCKHOLDERS' EQUITY
Issue Date	2/5/2018
Shares Issuable upon Exercise of Warrant | shares	1,875,860
Exercise Price	$ 2.24
Expiration Date	2/5/2023
Series PP [Member]
STOCKHOLDERS' EQUITY
Issue Date	8/28/2017
Shares Issuable upon Exercise of Warrant | shares	1,674,500
Exercise Price	$ 2.30
Expiration Date	2/28/2023
Consultants [Member]
STOCKHOLDERS' EQUITY
Issue Date	10/1/15- 7/28/17
Shares Issuable upon Exercise of Warrant | shares	36,400
Exercise Price Minimum	$ 2.18
Exercise Price Maximum	$ 15
Expiration Date	9/30/18- 7/27/27

C. STOCKHOLDERS EQUITY (Detai26

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
C. Stockholders Equity Details 4
Series S warrants	$ 4,916		$ 4,916		$ 32,773
Series V warrants	50,068		50,068		72,912
Series W warrants	65,276		65,276		83,754
Series Z warrants	42,534		42,534		77,216
Series ZZ warrants	2,651		2,651		4,753
Series AA warrants	36,750		36,750		65,087
Series BB warrants	2,334		2,334		4,322
Series CC warrants	212,976		212,976		394,220
Series DD warrants	0		0		5,492
Series EE warrants	0		0		5,492
Series FF warrants	24,035		24,035		47,154
Series GG warrants	172,042		172,042		342,173
Series HH warrants	8,052		8,052		16,014
Series II warrants	261,058		261,058		511,636
Series JJ warrants	12,233		12,233		24,203
Series KK warrants	175,912		175,912		345,720
Series LL warrants	10,479		10,479		20,481
Total warrant liabilities	1,081,316		1,081,316		$ 2,053,402
Series S warrants	(768,188)	$ 456,852	(756,261)	$ 3,036,688
Series V warrants	26,389	32,405	22,842	1,450,126
Series W warrants	42,609	9,140	18,478	1,618,555
Series Z warrants	26,587	1,016	34,682	829,279
Series ZZ warrants	1,914	187	2,103	61,382
Series AA warrants	19,661	345	28,337	647,010
Series BB warrants	1,695	110	1,988	50,448
Series CC warrants	139,325	(13,270)	181,244	416,599
Series DD warrants	36	21,315	5,492	435,263
Series EE warrants	36	139,284	5,492	651,522
Series FF warrants	15,818	(1,763)	23,119	45,403
Series GG warrants	132,712	(16,033)	170,131	92,178
Series HH warrants	5,279	(687)	7,962	4,653
Series II warrants	199,970	(24,375)	250,578	137,044
Series JJ warrants	7,960	(1,045)	11,970	6,943
Series KK warrants	132,884	172,883	169,808	172,883
Series LL warrants	6,695	14,001	10,002	14,001
Net gain (loss) on warrant liabilities	$ (8,618)	$ 790,365	$ 187,967	$ 9,669,977

C. STOCKHOLDERS EQUITY (Detai27

C. STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
C. Stockholders Equity Details Narrative
Stock issued for consulting agreement	81,604	78,604	219,391	216,391
Consulting agreement expense	$ 191,000	$ 39,000	$ 349,000	$ 152,000

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Derivative instruments	$ 1,081,316	$ 2,053,402
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	4,916	32,773
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	$ 1,076,400	$ 2,020,629

D. FAIR VALUE MEASUREMENTS (D29

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Jun. 30, 2018	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	(944,229)	(7,928,627)
Ending balance	$ 1,076,400	$ 2,020,629

F. NOTES PAYABLE (Details Narra

F. NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
F. Notes Payable Details Narrative
Notes payable converted into common shares	$ 2,294,300	$ 0
Common shares issued for notes payable	1,166,105

G. COMMITMENTS AND CONTINGENC31

G. COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2018USD ($)
Commitments And Contingencies Details
Three months ending September 30, 2018	$ 438,000
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	21,817,000
Less imputed interest on financing obligation	(8,480,000)
Net present value of lease financing obligation	$ 13,337,000

G. COMMITMENTS AND CONTINGENC32

G. COMMITMENTS AND CONTINGENCIES (Details 1)	Jun. 30, 2018USD ($)
G. Commitments And Contingencies Details 1
Three months ending September 30, 2018	$ 64,000
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	$ 792,000

G. COMMITMENTS AND CONTINGENC33

G. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Research and Development Lab
Deferred rent liability	$ 11,000	$ 5,000
Headquarters
Deferred rent liability	$ 15,000	$ 18,000

H. PATENTS (Details)

H. PATENTS (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
H. Patents Details
Three months ending September 30, 2018	$ 10,000
Year ending September 30, 2019	38,000
Year ending September 30, 2020	35,000
Year ending September 30, 2021	32,000
Year ending September 30, 2022	28,000
Year ending September 30, 2023	18,000
Thereafter	66,000
Total	$ 227,166	$ 223,167

H. PATENTS (Details Narrative)

H. PATENTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
H. Patents Details Narrative
Patent impairment charges	$ 0	$ 0	$ 0	$ 0
Amortization of patent costs	$ 34,000	$ 11,000	$ 53,000	$ 30,000

I. LOSS PER COMMON SHARE (Detai

I. LOSS PER COMMON SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
I. Loss Per Common Share Details
Net loss available to common shareholders - basic	$ (6,014,568)	$ (4,464,063)	$ (16,910,533)	$ (9,369,401)
Weighted average shares outstanding - basic	16,651,297	8,405,790	14,486,351	7,235,140
Basic loss per common share	$ (.36)	$ (.53)	$ (1.17)	$ (1.29)
Net loss available to common shareholders - basic	$ (6,014,568)	$ (4,464,063)	$ (16,910,533)	$ (9,369,401)
Gain on derivatives	0	0	0	(413,651)	[1]
Net loss available to common shareholders - diluted	$ (6,014,568)	$ (4,464,063)	$ (16,910,533)	$ (9,783,052)
Basic weighted average shares outstanding	16,651,297	8,405,790	14,486,351	7,235,140
Incremental shares underlying dilutive "in the money" warrants	0	0	0	57,575
Diluted weighted average shares outstanding	16,651,297	8,405,790	14,486,351	7,292,715
Diluted loss per common share	$ (.36)	$ (.53)	$ (1.17)	$ (1.34)
[1]	Includes the net derivative gains from series GG, HH, II, JJ and KK warrants for the nine months ended June 30, 2017

I. LOSS PER COMMON SHARE (Det37

I. LOSS PER COMMON SHARE (Details 1) - shares	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Antidilutive securities	12,879,982	9,449,420
Options and Warrants
Antidilutive securities	12,567,982	7,951,929
Unvested Restricted Stock
Antidilutive securities	312,000	604,000
Convertible debt
Antidilutive securities	0	893,491