CEL-SCI (CVM) 10-Q 14 Feb 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2018	Feb. 13, 2019
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, 2018
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		29,567,053
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2018	Sep. 30, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 6,682,205	$ 10,310,044
Receivables	128,762	118,657
Prepaid expenses	433,783	364,622
Inventory used for R&D and manufacturing	682,525	645,238
Total current assets	7,927,275	11,438,561
Plant, property and equipment, net	16,082,143	16,218,851
Patent costs, net	252,882	258,093
Deposits	1,670,917	1,670,917
Total Assets	25,933,217	29,586,422
CURRENT LIABILITIES:
Accounts payable	4,903,189	5,743,913
Accrued expenses	77,710	205,310
Due to employees	896,833	764,941
Derivative instruments, current portion	0	2,498,606
Other current liabilities	13,769	14,029
Total current liabilities	5,891,501	9,226,799
Derivative instruments - net of current portion	3,760,758	6,818,458
Lease Liability	13,414,185	13,379,962
Deferred income	126,795	126,795
Other liabilities	32,126	33,492
Total liabilities	23,225,365	29,585,506
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
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; 27,843,327 and 28,034,487 shares issued and outstanding at December 31, 2018 and September 30, 2018, respectively	278,435	280,346
Additional paid-in capital	332,775,129	331,312,184
Accumulated deficit	(330,345,712)	(331,591,614)
Total stockholders' equity	2,707,852	916
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 25,933,217	$ 29,586,422

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Sep. 30, 2018
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	27,843,327	28,034,487
Common Stock Shares Outstanding	27,843,327	28,034,487

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Grant income	$ 126,414	$ 96,315
Operating Expenses:
Research and development	3,132,188	2,326,014
General & administrative	2,028,688	2,699,313
Total operating expenses	5,160,876	5,025,327
Operating loss	(5,034,462)	(4,929,012)
Other income	17,911	17,582
Gain (loss) on derivative instruments	5,556,306	(958,230)
Other non-operating gains	1,152,176	746,701
Interest expense, net	(446,029)	(1,064,871)
Net income (loss) available to common shareholders	$ 1,245,902	$ (6,187,830)
Net income (loss) per common share
Basic	$ 0.04	$ (0.53)
Diluted	$ 0.02	$ (0.53)
Weighted average common shares outstanding
Basic	27,985,327	11,636,730
Diluted	29,929,353	11,636,730

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 1,245,902	$ (6,187,830)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	154,821	155,417
Share-based payments for services	238,904	42,342
Equity based compensation	573,660	1,448,098
Common stock contributed to 401(k) plan	35,241	35,880
(Gain) loss on derivative instruments	(5,556,306)	958,230
Amortization of debt discount	0	611,717
Capitalized lease interest	34,223	43,543
(Increase)/decrease in assets:
Receivables	(10,105)	195,871
Prepaid expenses	(105,685)	3,765
Inventory used for R&D and manufacturing	(37,287)	27,773
Deposits	0	150,000
Increase/(decrease) in liabilities:
Accounts payable	(734,770)	(286,984)
Accrued expenses	(127,600)	33,344
Due to employees	131,892	152,920
Other liabilities	(369)	3,056
Net cash used in operating activities	(4,157,479)	(2,612,858)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(6,132)	0
Expenditures for patent costs	(66,131)	(959)
Net cash used in investing activities	(72,263)	(959)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	0	2,425,000
Payments of stock issuance costs	(46,599)	(35,605)
Proceeds from exercise of warrants	649,753	0
Payments on obligations under capital lease	(1,251)	(2,282)
Net cash provided by financing activities	601,903	2,387,113
NET DECREASE IN CASH AND CASH EQUIVALENTS	(3,627,839)	(226,704)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	10,310,044	2,369,438
CASH AND CASH EQUIVALENTS, END OF PERIOD	6,682,205	2,142,734
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capitalizable patent costs included in accounts payable	0	6,967
Capital lease obligation included in accounts payable	421	790
Prepaid consulting services paid with issuance of common stock	(36,524)	(16,935)
Notes payable converted into common shares	0	75,000
Cash paid for interest expense	$ 448,486	$ 433,707

A. BASIS OF PRESENTATION AND SU

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
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, 2018. 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, 2018 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2018 is derived from the September 30, 2018 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, 2018 and 2017 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 (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 the 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 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 February 2016, the FASB issued ASU 2016-02, Leases 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, 2018
B. Operations And Financing
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 to continue with its research efforts. To date, the Company has not generated any revenue from product sales. Thus, the Company has been dependent upon the proceeds from the sale of its securities to meet all its liquidity and capital requirements and anticipates having to do so in the future. During the three months ended December 31, 2018, the Company received net proceeds of approximately $0.6 million from the exercise of warrants. 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 in the final stages of its large multi-national Phase 3 clinical trial for head and neck cancer with its partners TEVA Pharmaceuticals and Orient Europharma. To finance the study beyond the next twelve months, the Company plans to raise additional capital in the form of corporate partnerships, debt issuances 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 it can 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 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 $52.6 million as of December 31, 2018 on direct costs for the Phase 3 clinical trial. The Company estimates it will incur additional expenses of approximately $6.4 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, 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.

C. STOCKHOLDERS EQUITY

C. STOCKHOLDERS EQUITY	3 Months Ended
	Dec. 31, 2018
Equity [Abstract]
C. STOCKHOLDERS' EQUITY	Stock options, stock bonuses and compensation granted by the Company as of December 31, 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 3,034,669 N/A 311,426 Stock Bonus Plans 783,760 N/A 309,509 474,218 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, 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 Option Plans 138,400 123,558 N/A 385 Non-Qualified Stock Option Plans 3,387,200 3,036,569 N/A 309,526 Bonus Plans 783,760 N/A 297,230 486,497 Stock Compensation Plan 134,000 N/A 118,590 15,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock option activity Three Months Ended December 31, 2018 2017 Granted 500 10,300 Expired 2,400 17,523 Forfeited - 809 Stock-Based Compensation Expense Three months Ended December 31, 2018 2017 Employees $ 573,660 $ 1,448,098 Non-employees $ 238,904 $ 42,342 Employee compensation expense includes the expense related to options issued or vested and restricted stock. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Stock based compensation expense is included in general and administrative expenses on the statements of operations. Warrants and Non-Employee Options The following chart represents the warrants and non-employee options outstanding at December 31, 2018: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series N 8/18/2008 85,339 $3.00 2/18/2020 * Series V 5/28/2015 810,127 $19.75 5/28/2020 * Series UU 6/11/2018 187,562 $2.80 6/11/2020 * Series W 10/28/2015 688,930 $16.75 10/28/2020 * 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 * Series BB 8/26/2016 16,000 $13.75 8/22/2021 * Series Z 5/23/2016 264,000 $13.75 11/23/2021 * Series FF 12/8/2016 68,048 $3.91 12/1/2021 * Series CC 12/8/2016 680,480 $5.00 12/8/2021 * Series HH 2/23/2017 20,000 $3.13 2/16/2022 * Series AA 8/26/2016 200,000 $13.75 2/22/2022 * Series JJ 3/14/2017 30,000 $3.13 3/8/2022 * Series LL 4/30/2017 26,398 $3.59 4/30/2022 * 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 3,500 $2.50 8/22/2022 * Series GG 2/23/2017 200,000 $3.00 8/23/2022 * Series II 3/14/2017 216,500 $3.00 9/14/2022 * Series RR 10/30/2017 555,370 $1.65 10/30/2022 * Series KK 5/3/2017 213,870 $3.04 11/3/2022 * Series SS 12/19/2017 807,898 $2.09 12/18/2022 2 Series TT 2/5/2018 1,210,827 $2.24 2/5/2023 2 Series PP 8/28/2017 112,500 $2.30 2/28/2023 2 Series WW 7/2/2018 195,000 $1.63 6/28/2023 * Series VV 7/2/2018 3,900,000 $1.75 1/2/2024 * Consultants 7/1/16 - 7/28/17 28,000 $2.18-$11.50 6/30/2019- 7/27/2027 3 * No current period changes to these warrants 1. Derivative Liabilities The table below presents the fair value of the warrant liabilities at the balance sheet dates: December 31, 2018 September 30, 2018 Series S warrants $ - $ 33 Series V warrants 214,104 770,436 Series W warrants 372,231 999,081 Series Z warrants 283,646 487,767 Series ZZ warrants 19,892 34,215 Series AA warrants 223,255 380,474 Series BB warrants 16,346 28,456 Series CC warrants 1,114,118 1,779,724 Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants 119,859 188,921 Series GG warrants 394,446 607,228 Series HH warrants 37,865 58,816 Series II warrants 429,546 660,135 Series JJ warrants 57,180 88,642 Series KK warrants 428,835 656,930 Series LL warrants 49,435 77,632 Total warrant liabilities $ 3,760,758 $ 9,317,064 The table below presents the gains / (losses) on the warrant liabilities for the three months ended December 31: 2018 2017 Series S warrants $ 33 $ 13,068 Series V warrants 556,332 (98,313 ) Series W warrants 626,850 (129,467 ) Series Z warrants 204,121 (55,535 ) Series ZZ warrants 14,323 (3,343 ) Series AA warrants 157,219 (47,360 ) Series BB warrants 12,110 (2,631 ) Series CC warrants 665,606 (196,821 ) Series DD warrants 1,249,287 5,483 Series EE warrants 1,249,287 5,483 Series FF warrants 69,062 (18,047 ) Series GG warrants 212,782 (115,132 ) Series HH warrants 20,951 (5,662 ) Series II warrants 230,589 (178,806 ) Series JJ warrants 31,462 (8,542 ) Series KK warrants 228,095 (115,027 ) Series LL warrants 28,197 (7,578 ) Net gain (loss) on warrant liabilities $ 5,556,306 $ (958,230 ) 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. Expiration of Derivative Liabilities On December 10, 2018, 1,360,960 Series DD and 1,360,960 Series EE warrants, with an exercise price of $4.50 expired. On October 11, 2018, 327,729 Series S warrants, with an exercise price of $31.25 expired. 2. Changes in Equity Warrants Exercise of Equity Warrants The following chart lists the warrants that were exercised and the proceeds received during the three months ended December 31, 2018. No warrants were exercised during the three months ended December 31, 2017. Warrants Warrants Exercised Exercise Price Proceeds Series PP 60,000 $ 2.30 $ 138,000 Series SS 152,632 $ 2.09 $ 319,001 Series TT 86,050 $ 2.24 $ 192,752 298,682 $ 649,753 Expiration of Equity Warrants No equity warrants expired during the three months ended December 31, 2018. 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, 2018 and 2017, respectively, the Company issued 62,784 and 13,705 shares of restricted common stock. The weighted average grant value of the shares issued to consultants was $3.22 and $1.85 during the three months ended December 31, 2018 and 2017, 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, 2018 and 2017, the Company recorded total expense of approximately $239,000 and $42,000, respectively, relating to these consulting agreements. At December 31, 2018 and September 30, 2018, approximately $171,000 and $207,000, respectively, are included in prepaid expenses. During the three months ended December 31, 2018 and 2017, 2,400 and 2,000 options respectively were issued to consultants as payment for services rendered. As of December 31, 2018, 28,000 options issued to consultants remained outstanding, all of which were issued from the Non-Qualified Stock Option plans and are fully vested. 4. Securities Purchase Agreement Periodically, the Company has entered into Securities Purchase Agreements 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 amounts due Ergomed. Under the Agreements, the Company issued Ergomed shares of common stock 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. Upon issuance, the Company expenses the full value of the shares as Other Non-Operating Gain/Loss and subsequently offsets the expense as amounts are realized through the resale by Ergomed and reduces accounts payable to Ergomed. During the quarters ended December 31, 2018 and 2017, respectively, the Company realized approximately $1.2 million and $0.7 million through the resale of 353,995 and 415,208 shares and reduced the payables and credited Other Operating Gain by those amounts. The Security Purchase Agreements expired on December 31, 2018, at which time Ergomed returned all 564,905 unsold shares for cancellation. The par value of those shares was reclassed from Common Stock to Additional Paid -In Capital on the balance sheet. As of January 8, 2019, the Company owed Ergomed, plc for services provided by Ergomed in connection with the Company’s Phase III clinical trial. On January 9, 2019 the Company agreed to issue Ergomed 500,000 restricted shares of the Company’s common stock in payment of the amount the Company owed Ergomed plus future bills payable to Ergomed.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 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 December 31, 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 $ - $ - $ 3,760,758 $ 3,760,758 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, 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 $ 33 $ - $ 9,317,031 $ 9,317,064 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, 2018 and the year ended September 30, 2018: 3 months ended 12 months ended December 31, 2018 September 30, 2018 Beginning balance $ 9,317,031 $ 2,020,629 Issuances - - Exercises - (595,780 ) Realized and unrealized (gains) and losses (5,556,273 ) 7,892,182 Ending balance $ 3,760,758 $ 9,317,031 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. COMMITMENTS AND CONTINGENCIE

E. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
E. COMMITMENTS AND CONTINGENCIES	Clinical Research Agreements Under co-development and revenue sharing agreements with Ergomed, Ergomed agreed to contribute up to $12 million towards the Company’s Phase 3 Clinical Trial in the form of discounted clinical services in exchange for a single digit percentage of milestone and royalty payments, up to a specific maximum amount. The Company accounted for the co-development and revenue sharing agreements in accordance with ASC 808 “Collaborative Arrangements”. The Company determined the payments to Ergomed are within the scope of ASC 730 “Research and Development.” Therefore, the Company records the discount on the clinical services as a credit to research and development expense on its Statements of Operations. Since the inception of the agreement with Ergomed, the Company has incurred research and development expenses of approximately $28.8million for Ergomed’s services. This amount is net of Ergomed’s discount of approximately $9.7 million. During the three months ended December 31, 2018 and 2017, the Company recorded, net of Ergomed’s discount, approximately $0.8 million and $0.9 million, respectively, as research and development expense related to Ergomed’s services. 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, 2018 and September 30, 2018, the leased building asset has a net book value of approximately $16.0 and $16.1 million, respectively, and the landlord liability has a balance of approximately $13.4. 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, 2018 and September 30, 2018. Approximate future minimum lease payments under the San Tomas lease as of December 31, 2018 are as follows: Nine months ending September 30, 2019 $ 1,360,000 Year ending September 30, 2020 1,872,000 2021 1,937,000 2022 2,004,000 2023 2,073,000 2024 2,145,000 Thereafter 9,540,000 Total future minimum lease obligation 20,931,000 Less imputed interest on financing obligation (7,517,000 ) Net present value of lease financing obligation $ 13,414,000 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 sublease rental income for each of the three months ended December 31, 2018 and 2017 was approximately $18,000. 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, 2018 and September 30, 2018, the Company has recorded a deferred rent liability of approximately $13,000 and $12,000, 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, 2018 and September 30, 2018, the Company has recorded a deferred rent liability of approximately $12,000 and $14,000, respectively. As of December 31, 2018, material contractual obligations, excluding the San Tomas lease, consisting of non-cancelable operating lease payments are as follows: Nine months ending September 30, 2019 $ 194,000 Year ending September 30, 2020 238,000 2021 163,000 2022 69,000 Total $ 664,000 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.

F. PATENTS

F. PATENTS	3 Months Ended
	Dec. 31, 2018
Intangible Assets, Net (Excluding Goodwill) [Abstract]
F. PATENTS	During the three months ended December 31, 2018 and 2017, no patent impairment charges were recorded. For the three months ended December 31, 2018 and 2017, amortization of patent costs totaled approximately $12,000 and $9,000, respectively. Approximate estimated future amortization expense is as follows: Nine months ending September 30, 2019 $ 31,000 Year ending September 30, 2020 39,000 2021 35,000 2022 31,000 2023 21,000 2024 18,000 Thereafter 78,000 Total $ 253,000

G. EARNINGS (LOSS) PER COMMON S

G. EARNINGS (LOSS) PER COMMON SHARE	3 Months Ended
	Dec. 31, 2018
Net income (loss) per common share
G. LOSS PER COMMON SHARE	The following tables provide the details of the basic and diluted earnings (loss) per-share computations: Three months ended December 31, 2018 2017 Earnings (loss) per share - basic Net income (loss) available to common shareholders - basic $ 1,245,902 $ (6,187,830 ) Weighted average shares outstanding - basic 27,985,327 11,636,730 Basic earnings (loss) per common share $ 0.04 $ (0.53 ) Earnings (loss) per share - diluted Net income (loss) available to common shareholders - basic $ 1,245,902 $ (6,187,830 ) Gain on derivatives (1) (723,879 ) - Net income (loss) available to common shareholders - diluted $ 522,023 $ (6,187,830 ) Weighted average shares outstanding - basic 27,985,327 11,636,730 Incremental shares underlying dilutive warrants and options 1,944,026 - Weighted average shares outstanding - diluted 29,929,353 11,636,730 Diluted earnings (loss) per common share $ 0.02 $ (0.53 ) (1) Includes Series GG, HH, II, JJ & KK warrants for the three months ended December 31, 2018 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 3,175,384 10,491,090 Unvested Restricted Stock 312,000 332,000 Convertible debt - 1,133,355 Total 3,487,384 11,956,945

H. SUBSEQUENT EVENTS

H. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
H. SUBSEQUENT EVENTS	As of January 8, 2019, the Company owed Ergomed, plc for services provided by Ergomed in connection with the Company’s Phase III clinical trial. On January 9, 2019 the Company agreed to issue Ergomed 500,000 restricted shares of the Company’s common stock in payment of the amount the Company owed Ergomed plus future bills payable to Ergomed. Between January 1, 2019 and February 13, 2019, the Company received approximately $2.1 million through the exercise of warrants to purchase shares of the Company's common stock.

A. BASIS OF PRESENTATION AND _2

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	3 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
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, 2018. 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, 2018 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2018 is derived from the September 30, 2018 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, 2018 and 2017 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 (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 the 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 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 February 2016, the FASB issued ASU 2016-02, Leases 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, 2018
Equity [Abstract]
Stock options, stock bonuses and compensation granted by the Company	Stock options, stock bonuses and compensation granted by the Company as of December 31, 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 3,034,669 N/A 311,426 Stock Bonus Plans 783,760 N/A 309,509 474,218 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, 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 Option Plans 138,400 123,558 N/A 385 Non-Qualified Stock Option Plans 3,387,200 3,036,569 N/A 309,526 Bonus Plans 783,760 N/A 297,230 486,497 Stock Compensation Plan 134,000 N/A 118,590 15,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000
Stock option activity	Three Months Ended December 31, 2018 2017 Granted 500 10,300 Expired 2,400 17,523 Forfeited - 809
Schedule of employees and non-employees stock compensation	Three months Ended December 31, 2018 2017 Employees $ 573,660 $ 1,448,098 Non-employees $ 238,904 $ 42,342
Derivative liabilities, warrants and other options	Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series N 8/18/2008 85,339 $3.00 2/18/2020 * Series V 5/28/2015 810,127 $19.75 5/28/2020 * Series UU 6/11/2018 187,562 $2.80 6/11/2020 * Series W 10/28/2015 688,930 $16.75 10/28/2020 * 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 * Series BB 8/26/2016 16,000 $13.75 8/22/2021 * Series Z 5/23/2016 264,000 $13.75 11/23/2021 * Series FF 12/8/2016 68,048 $3.91 12/1/2021 * Series CC 12/8/2016 680,480 $5.00 12/8/2021 * Series HH 2/23/2017 20,000 $3.13 2/16/2022 * Series AA 8/26/2016 200,000 $13.75 2/22/2022 * Series JJ 3/14/2017 30,000 $3.13 3/8/2022 * Series LL 4/30/2017 26,398 $3.59 4/30/2022 * 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 3,500 $2.50 8/22/2022 * Series GG 2/23/2017 200,000 $3.00 8/23/2022 * Series II 3/14/2017 216,500 $3.00 9/14/2022 * Series RR 10/30/2017 555,370 $1.65 10/30/2022 * Series KK 5/3/2017 213,870 $3.04 11/3/2022 * Series SS 12/19/2017 807,898 $2.09 12/18/2022 2 Series TT 2/5/2018 1,210,827 $2.24 2/5/2023 2 Series PP 8/28/2017 112,500 $2.30 2/28/2023 2 Series WW 7/2/2018 195,000 $1.63 6/28/2023 * Series VV 7/2/2018 3,900,000 $1.75 1/2/2024 * Consultants 7/1/16 - 7/28/17 28,000 $2.18-$11.50 6/30/2019- 7/27/2027 3 * No current period changes to these warrants
Tabular disclosure of derivative liabilities at fair value	December 31, 2018 September 30, 2018 Series S warrants $ - $ 33 Series V warrants 214,104 770,436 Series W warrants 372,231 999,081 Series Z warrants 283,646 487,767 Series ZZ warrants 19,892 34,215 Series AA warrants 223,255 380,474 Series BB warrants 16,346 28,456 Series CC warrants 1,114,118 1,779,724 Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants 119,859 188,921 Series GG warrants 394,446 607,228 Series HH warrants 37,865 58,816 Series II warrants 429,546 660,135 Series JJ warrants 57,180 88,642 Series KK warrants 428,835 656,930 Series LL warrants 49,435 77,632 Total warrant liabilities $ 3,760,758 $ 9,317,064
Schedule of gains and (losses) on derivative liabilities	2018 2017 Series S warrants $ 33 $ 13,068 Series V warrants 556,332 (98,313 ) Series W warrants 626,850 (129,467 ) Series Z warrants 204,121 (55,535 ) Series ZZ warrants 14,323 (3,343 ) Series AA warrants 157,219 (47,360 ) Series BB warrants 12,110 (2,631 ) Series CC warrants 665,606 (196,821 ) Series DD warrants 1,249,287 5,483 Series EE warrants 1,249,287 5,483 Series FF warrants 69,062 (18,047 ) Series GG warrants 212,782 (115,132 ) Series HH warrants 20,951 (5,662 ) Series II warrants 230,589 (178,806 ) Series JJ warrants 31,462 (8,542 ) Series KK warrants 228,095 (115,027 ) Series LL warrants 28,197 (7,578 ) Net gain (loss) on warrant liabilities $ 5,556,306 $ (958,230 )
Exercise of equity warrants	Warrants Warrants Exercised Exercise Price Proceeds Series PP 60,000 $ 2.30 $ 138,000 Series SS 152,632 $ 2.09 $ 319,001 Series TT 86,050 $ 2.24 $ 192,752 298,682 $ 649,753

D. FAIR VALUE MEASUREMENTS (Tab

D. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
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, 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 $ - $ - $ 3,760,758 $ 3,760,758 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, 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 $ 33 $ - $ 9,317,031 $ 9,317,064
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, 2018 September 30, 2018 Beginning balance $ 9,317,031 $ 2,020,629 Issuances - - Exercises - (595,780 ) Realized and unrealized (gains) and losses (5,556,273 ) 7,892,182 Ending balance $ 3,760,758 $ 9,317,031

E. COMMITMENTS AND CONTINGENC_2

E. COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments under the San Tomas lease	Nine months ending September 30, 2019 $ 1,360,000 Year ending September 30, 2020 1,872,000 2021 1,937,000 2022 2,004,000 2023 2,073,000 2024 2,145,000 Thereafter 9,540,000 Total future minimum lease obligation 20,931,000 Less imputed interest on financing obligation (7,517,000 ) Net present value of lease financing obligation $ 13,414,000
Schedule of future minimum payments under operating leases	Nine months ending September 30, 2019 $ 194,000 Year ending September 30, 2020 238,000 2021 163,000 2022 69,000 Total $ 664,000

F. PATENTS (Tables)

F. PATENTS (Tables)	3 Months Ended
	Dec. 31, 2018
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of total estimated future amortization	Nine months ending September 30, 2019 $ 31,000 Year ending September 30, 2020 39,000 2021 35,000 2022 31,000 2023 21,000 2024 18,000 Thereafter 78,000 Total $ 253,000

G. EARNINGS (LOSS) PER COMMON_2

G. EARNINGS (LOSS) PER COMMON SHARE (Tables)	3 Months Ended
	Dec. 31, 2018
Net income (loss) per common share
Computation of dilutive net loss per share	Three months ended December 31, 2018 2017 Earnings (loss) per share - basic Net income (loss) available to common shareholders - basic $ 1,245,902 $ (6,187,830 ) Weighted average shares outstanding - basic 27,985,327 11,636,730 Basic earnings (loss) per common share $ 0.04 $ (0.53 ) Earnings (loss) per share - diluted Net income (loss) available to common shareholders - basic $ 1,245,902 $ (6,187,830 ) Gain on derivatives (1) (723,879 ) - Net income (loss) available to common shareholders - diluted $ 522,023 $ (6,187,830 ) Weighted average shares outstanding - basic 27,985,327 11,636,730 Incremental shares underlying dilutive warrants and options 1,944,026 - Weighted average shares outstanding - diluted 29,929,353 11,636,730 Diluted earnings (loss) per common share $ 0.02 $ (0.53 ) (1) Includes Series GG, HH, II, JJ & KK warrants for the three months ended December 31, 2018
Antidilutive securities	2018 2017 Options and Warrants 3,175,384 10,491,090 Unvested Restricted Stock 312,000 332,000 Convertible debt - 1,133,355 Total 3,487,384 11,956,945

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Dec. 31, 2018	Sep. 30, 2018
Incentive Stock Option Plans
Total shares reserved under plans	138,400	138,400
Shares reserved for outstanding options	123,558	123,558
Shares issued	0	0
Remaining options/shares under plans	385	385
Non Qualified Stock Option Plans
Total shares reserved under plans	3,387,200	3,387,200
Shares reserved for outstanding options	3,034,669	3,036,569
Shares issued	0	0
Remaining options/shares under plans	311,426	309,526
Stock Bonus Plans
Total shares reserved under plans	783,760	783,760
Shares reserved for outstanding options	0	0
Shares issued	309,509	297,230
Remaining options/shares under plans	474,218	486,497
Stock Compensation Plan
Total shares reserved under plans	134,000	134,000
Shares reserved for outstanding options	0	0
Shares issued	118,590	118,590
Remaining options/shares under plans	15,410	15,410
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 (Detai_2

C. STOCKHOLDERS EQUITY (Details 1) - shares	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Granted	500	10,300
Expired	2,400	17,523
Forfeited	0	809

C. STOCKHOLDERS EQUITY (Detai_3

C. STOCKHOLDERS EQUITY (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Employees	$ 573,660	$ 1,448,098
Non-employees	$ 238,904	$ 42,342

C. STOCKHOLDERS EQUITY (Detai_4

C. STOCKHOLDERS EQUITY (Details 3)	3 Months Ended
	Dec. 31, 2018$ / sharesshares
Series N [Member]
STOCKHOLDERS' EQUITY
Issue date	8/18/2008
Shares issuable upon exercise of warrant | shares	85,339
Exercise price	$ 3
Expiration date	2/18/2020
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	3,500
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	200,000
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	216,500
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	555,370
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	213,870
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	807,898
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	1,210,827
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	112,500
Exercise price	$ 2.30
Expiration date	2/28/2023
Series WW [Member]
STOCKHOLDERS' EQUITY
Issue date	7/2/2018
Shares issuable upon exercise of warrant | shares	195,000
Exercise price	$ 1.63
Expiration date	6/28/2023
Series VV [Member]
STOCKHOLDERS' EQUITY
Issue date	7/2/2018
Shares issuable upon exercise of warrant | shares	3,900,000
Exercise price	$ 1.75
Expiration date	1/2/2024
Consultants [Member]
STOCKHOLDERS' EQUITY
Issue date	7/1/16 - 7/28/17
Shares issuable upon exercise of warrant | shares	28,000
Exercise price minimum	$ 2.18
Exercise price maximum	$ 11.50
Expiration date	6/30/2019 - 7/27/2027

C. STOCKHOLDERS EQUITY (Detai_5

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Sep. 30, 2018
Equity [Abstract]
Series S warrants	$ 0		$ 33
Series V warrants	214,104		770,436
Series W warrants	372,231		999,081
Series Z warrants	283,646		487,767
Series ZZ warrants	19,892		34,215
Series AA warrants	223,255		380,474
Series BB warrants	16,346		28,456
Series CC warrants	1,114,118		1,779,724
Series DD warrants	0		1,249,287
Series EE warrants	0		1,249,287
Series FF warrants	119,859		188,921
Series GG warrants	394,446		607,228
Series HH warrants	37,865		58,816
Series II warrants	429,546		660,135
Series JJ warrants	57,180		88,642
Series KK warrants	428,835		656,930
Series LL warrants	49,435		77,632
Total warrant liabilities	3,760,758		$ 9,317,064
Series S warrants	33	$ 13,068
Series V warrants	556,332	(98,313)
Series W warrants	626,850	(129,467)
Series Z warrants	204,121	(55,535)
Series ZZ warrants	14,323	(3,343)
Series AA warrants	157,219	(47,360)
Series BB warrants	12,110	(2,631)
Series CC warrants	665,606	(196,821)
Series DD warrants	1,249,287	5,483
Series EE warrants	1,249,287	5,483
Series FF warrants	69,062	(18,047)
Series GG warrants	212,782	(115,132)
Series HH warrants	20,951	(5,662)
Series II warrants	230,589	(178,806)
Series JJ warrants	31,462	(8,542)
Series KK warrants	228,095	(115,027)
Series LL warrants	28,197	(7,578)
Net gain (loss) on warrant liabilities	$ 5,556,306	$ (958,230)

C. STOCKHOLDERS EQUITY (Detai_6

C. STOCKHOLDERS EQUITY (Details 5)	3 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Equity warrants exercised | shares	298,682
Proceeds from equity warrants exercised | $	$ 649,753
Series PP [Member]
Equity warrants exercised | shares	60,000
Equity warrants exercise price | $ / shares	$ 2.30
Proceeds from equity warrants exercised | $	$ 138,000
Series SS [Member]
Equity warrants exercised | shares	152,632
Equity warrants exercise price | $ / shares	$ 2.09
Proceeds from equity warrants exercised | $	$ 319,001
Series TT [Member]
Equity warrants exercised | shares	86,050
Equity warrants exercise price | $ / shares	$ 2.24
Proceeds from equity warrants exercised | $	$ 192,752

C. STOCKHOLDERS EQUITY (Detai_7

C. STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Stock issued for consulting agreement	62,784	13,705
Consulting agreement expense	$ 239,000	$ 42,000

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Derivative instruments	$ 3,760,758	$ 9,317,064
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	0	33
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	$ 3,760,758	$ 9,317,031

D. FAIR VALUE MEASUREMENTS (D_2

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Beginning balance	$ 9,317,031	$ 2,020,629
Issuances	0	0
Exercises	0	(595,780)
Realized and unrealized (gains) and losses	(5,556,273)	7,892,182
Ending balance	$ 3,760,758	$ 9,317,031

E. COMMITMENTS AND CONTINGENC_3

E. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Nine months ending September 30, 2019	$ 1,360,000
2,020	1,872,000
2,021	1,937,000
2,022	2,004,000
2,023	2,073,000
2,024	2,145,000
Thereafter	9,540,000
Total future minimum lease obligation	20,931,000
Less imputed interest on financing obligation	(7,517,000)
Net present value of lease financing obligation	$ 13,414,000

E. COMMITMENTS AND CONTINGENC_4

E. COMMITMENTS AND CONTINGENCIES (Details 1)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Nine months ending September 30, 2019	$ 194,000
Year ending September 30, 2020	238,000
Year ending September 30, 2021	163,000
Year ending September 30, 2022	69,000
Total	$ 664,000

E. COMMITMENTS AND CONTINGENC_5

E. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Research and Development Lab
Deferred rent liability	$ 13,000	$ 12,000
Headquarters
Deferred rent liability	$ 12,000	$ 14,000

F. PATENTS (Details)

F. PATENTS (Details) - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Nine months ending September 30, 2019	$ 31,000
Year ending September 30, 2020	39,000
Year ending September 30, 2021	35,000
Year ending September 30, 2022	31,000
Year ending September 30, 2023	21,000
Year ending September 30, 2024	18,000
Thereafter	78,000
Total	$ 252,882	$ 258,093

F. PATENTS (Details Narrative)

F. PATENTS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization of patent costs	$ 12,000	$ 9,000

G. EARNINGS (LOSS) PER COMMON_3

G. EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($)	3 Months Ended
	Dec. 31, 2018		Dec. 31, 2017
Net income (loss) per common share
Net income (loss) available to common shareholders - basic	$ 1,245,902		$ (6,187,830)
Weighted average shares outstanding - basic	27,985,327		11,636,730
Basic earnings (loss) per common share	$ 0.04		$ (0.53)
Net income (loss) available to common shareholders - basic	$ 1,245,902		$ (6,187,830)
Gain on derivatives	(723,879)	[1]	0
Net income (loss) available to common shareholders - diluted	$ 522,023		$ (6,187,830)
Weighted average shares outstanding, basic	27,985,327		11,636,730
Incremental shares underlying dilutive warrants and options	1,944,026		0
Weighted average shares outstanding, diluted	29,929,353		11,636,730
Diluted earnings (loss) per common share	$ 0.02		$ (0.53)
[1]	Includes Series GG, HH, II, JJ & KK warrants for the three months ended December 31, 2018.

G. EARNINGS (LOSS) PER COMMON_4

G. EARNINGS (LOSS) PER COMMON SHARE (Details 1) - shares	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Antidilutive securities	3,487,384	11,956,945
Options and Warrants
Antidilutive securities	3,175,384	10,491,090
Unvested Restricted Stock
Antidilutive securities	312,000	332,000
Convertible debt
Antidilutive securities	0	1,133,355