CEL-SCI (CVM) 10-Q 10 Feb 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2019	Feb. 05, 2020
Document And Entity Information
Entity Registrant Name	CEL SCI CORP
Entity Central Index Key	0000725363
Document Type	10-Q
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,390,132
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2019	Sep. 30, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 9,383,378	$ 8,444,774
Receivables	91,043	62,765
Prepaid expenses	367,093	524,953
Supplies used for R&D and manufacturing	905,875	782,363
Total current assets	10,747,389	9,814,855
Finance lease right of use assets	13,120,256	0
Operating lease right of use assets	945,991	0
Plant, property and equipment, net	2,712,577	15,825,636
Patent costs, net	310,703	311,586
Deposits	1,670,917	1,670,917
Total Assets	29,507,833	27,622,994
CURRENT LIABILITIES:
Accounts payable	1,438,685	1,586,478
Accrued expenses	210,580	34,432
Due to employees	785,962	709,442
Derivative instruments, current portion	1,161,544	674,442
Lease liabilities, current portion	964,088	0
Other current liabilities	5,000	14,956
Total current liabilities	4,565,859	3,019,750
Derivative instruments - net of current portion	4,560,257	5,813,868
Finance lease obligations, net of current portion	12,453,708	13,508,156
Operating lease obligations, net of current portion	834,695	0
Other liabilities	125,000	147,553
Total liabilities	22,539,519	22,489,327
COMMITMENTS AND CONTINGENCIES	0	0
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; 35,995,089 and 35,231,776 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively	359,951	352,318
Additional paid-in capital	365,705,533	358,507,603
Accumulated deficit	(359,097,170)	(353,726,254)
Total stockholders' equity	6,968,314	5,133,667
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 29,507,833	$ 27,622,994

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Sep. 30, 2019
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	35,995,089	35,231,776
Common Stock Shares Outstanding	35,995,089	35,231,776

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Grant income	$ 35,506	$ 126,414
Operating Expenses:
Research and development	4,196,613	3,471,714
General & administrative	2,638,896	1,689,162
Total operating expenses	6,835,509	5,160,876
Operating loss	(6,800,003)	(5,034,462)
Other income	18,448	17,911
Gain on derivative instruments	766,509	5,556,306
Other non-operating gain	790,669	1,152,176
Interest expense, net	(250,783)	(446,029)
Net (loss) income available to common shareholders	$ (5,475,160)	$ 1,245,902
Net (loss) income per common share
Basic	$ (0.16)	$ 0.04
Diluted	$ (0.16)	$ 0.02
Weighted average common shares outstanding
Basic	35,084,279	27,985,327
Diluted	35,098,608	29,929,353

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Sep. 30, 2018	28,034,487
Beginning balance, amount at Sep. 30, 2018	$ 280,346	$ 331,312,184	$ (331,591,614)	$ 916
Warrant exercises, shares	298,682
Warrant exercises	$ 2,987	646,766		649,753
Equity based compensation - employees		573,660		573,660
401(k) contributions paid in common stock, shares	12,279
401(k) contributions paid in common stock	$ 123	35,118		35,241
Stock issued to nonemployees for service, shares	62,784
Stock issued to nonemployees for service	$ 628	201,752		202,380
Shares issued (returned) for settlement of clinical research costs, shares	(564,905)
Shares issued (returned) for settlement of clinical research costs	$ (5,649)	5,649		0
Net income (loss)			1,245,902	1,245,902
Ending balance, shares at Dec. 31, 2018	27,843,327
Ending balance, amount at Dec. 31, 2018	$ 278,435	332,775,129	(330,345,712)	2,707,852
Beginning balance, shares at Sep. 30, 2019	35,231,776
Beginning balance, amount at Sep. 30, 2019	$ 352,318	358,507,603	(353,726,254)	5,133,667
Adoption of new accounting standard			104,244	104,244
Issuance of common stock, shares	606,395
Issuance of common stock, amount	$ 6,064	5,043,939		5,050,003
Warrant exercises, shares	132,900
Warrant exercises	$ 1,329	295,772		297,101
Equity based compensation - employees		1,800,225		1,800,225
401(k) contributions paid in common stock, shares	4,474
401(k) contributions paid in common stock	$ 45	40,892		40,937
Stock issued to nonemployees for service, shares	15,819
Stock issued to nonemployees for service	$ 158	84,289		84,447
Purchase of stock by officers and directors, shares	3,725
Purchase of stock by officers and directors	$ 37	24,963		25,000
Stock issuance cost		(92,150)		(92,150)
Net income (loss)			(5,475,160)	(5,475,160)
Ending balance, shares at Dec. 31, 2019	35,995,089
Ending balance, amount at Dec. 31, 2019	$ 359,951	$ 365,705,533	$ (359,097,170)	$ 6,968,314

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (5,475,160)	$ 1,245,902
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	446,340	154,821
Share-based payments for services	155,740	238,904
Equity based compensation	1,800,225	573,660
Common stock contributed to 401(k) plan	40,937	35,241
Gain on derivative instruments	(766,509)	(5,556,306)
Capitalized lease interest	0	34,223
(Increase)/decrease in assets:
Receivables	(28,278)	(10,105)
Prepaid expenses	86,567	(105,685)
Supplies used for R&D and manufacturing	(123,512)	(37,287)
Increase/(decrease) in liabilities:
Accounts payable	(393,064)	(734,770)
Accrued expenses	80,432	(127,600)
Due to employees	76,520	131,892
Other liabilities	(1,914)	(369)
Net cash used in operating activities	(4,101,676)	(4,157,479)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(101,820)	(6,132)
Proceeds from sale of equipment	4,500	0
Expenditures for patent costs	(12,390)	(66,131)
Net cash used in investing activities	(109,710)	(72,263)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	5,050,003	0
Payments of stock issuance costs	(31,080)	(46,599)
Proceeds from the purchase of stock by officers and directors	25,000	0
Proceeds from exercise of warrants	297,101	649,753
Payments on obligations under finance lease	(191,034)	(1,251)
Net cash provided by financing activities	5,149,990	601,903
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	938,604	(3,627,839)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	8,444,774	10,310,044
CASH AND CASH EQUIVALENTS, END OF PERIOD	9,383,378	6,682,205
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment included in current liabilities	296,941	0
Finance lease obligation included in accounts payable	745	421
Prepaid consulting services paid with issuance of common stock	(71,293)	(36,524)
Financing costs included in current liabilities	76,650	0
Cash paid for interest expense	$ 295,107	$ 448,486

A. BASIS OF PRESENTATION AND SU

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2019
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/A for the year ended September 30, 2019. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair presentation of the Company’s financial position as of December 31, 2019 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2019 is derived from the September 30, 2019 audited financial statements. On October 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” using the modified retrospective transition approach. In accordance with this adoption method, results for the reporting period ended December 31, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard. All other 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, 2019 and 2018 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note B. Summary of Significant Accounting Policies: Research and Office Equipment and Leasehold Improvements Patents Research and Development Costs Income Taxes Derivative Instruments 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. Newly Adopted Accounting Pronouncements Effective October 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases In June 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-07, Compensation—Stock Compensation (Topic 718 New Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement - Disclosure Framework (Topic )” 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, 2019
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. The ability to raise capital may be dependent upon market conditions that are outside the control of the Company. The ability of the Company to complete the necessary clinical trials and obtain 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 taking cost-cutting initiatives, as well as exploring other sources of funding, to finance operations over the next 12 months. The Company believes there is a high likelihood that it will continue to receive funds from private and public offerings and warrant conversions similar to the way it has substantially funded operations for the past 12 months. However, there can be no assurance that the Company will be able to raise sufficient capital to support its operations. 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, warrant exercises, 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 $57.0 million as of December 31, 2019 on direct costs for the Phase 3 clinical trial. The Company estimates it will incur additional expenses of approximately $3.3 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, 2019
Equity [Abstract]
C. STOCKHOLDERS' EQUITY	Proceeds from the Sale of Common Stock In December 2019, the Company sold 606,395 shares of common stock at a public offering price of $9.07 per share and received aggregate proceeds of approximately $5.0 million. Equity Compensation Underlying share information for equity compensation plans as of December 31, 2019 is 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 89,895 N/A 213 Non-Qualified Stock Option Plans 6,387,200 6,129,285 N/A 111,170 Stock Bonus Plans 783,760 N/A 335,700 448,027 Stock Compensation Plan 634,000 N/A 133,908 481,682 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500 Underlying share information for equity compensation plans as of September 30, 2019 is 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 89,895 N/A 213 Non-Qualified Stock Option Plans 6,387,200 6,128,321 N/A 112,166 Stock Bonus Plans 783,760 N/A 331,226 452,501 Stock Compensation Plan 634,000 N/A 130,183 485,407 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500 Stock option activity Three Months Ended December 31, 2019 2018 Options granted 1,000 500 Options expired 36 2,400 Stock-Based Compensation Expense Three months Ended December 31, 2019 2018 Employees $ 1,800,225 $ 573,660 Non-employees $ 155,740 $ 238,904 Employee compensation expense includes the expense related to options issued or vested and restricted stock granted. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Warrants and Non-Employee Options The following chart represents the warrants and non-employee options outstanding at December 31, 2019: Warrant/Options Issue Date Shares Issuable upon Exercise of Warrants/ Options 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 154,810 $ 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 277,463 $ 5.00 12/8/2021 * Series HH 2/23/2017 6,500 $ 3.13 2/16/2022 * Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 * Series JJ 3/14/2017 9,450 $ 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 473,798 $ 2.52 7/24/2022 * Series OO 7/31/2017 40,000 $ 2.52 7/31/2022 * Series RR 10/30/2017 457,116 $ 1.65 10/30/2022 * Series SS 12/19/2017 460,012 $ 2.09 12/18/2022 2 Series TT 2/5/2018 459,421 $ 2.24 2/5/2023 2 Series VV 7/2/2018 82,500 $ 1.75 1/2/2024 * Consultants 7/28/17 10,000 $ 2.18 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, 2019 September 30, 2019 Series V warrants $ 119,411 $ 674,442 Series W warrants 1,042,133 1,193,507 Series Z warrants 1,098,996 1,109,545 Series ZZ warrants 62,791 77,638 Series AA warrants 851,930 916,908 Series BB warrants 64,397 63,966 Series CC warrants 1,733,579 1,710,898 Series FF warrants 453,374 446,185 Series HH warrants 45,739 45,657 Series JJ warrants 66,729 66,599 Series LL warrants 182,722 182,965 Total warrant liabilities $ 5,721,801 $ 6,488,310 The table below presents the gains and (losses) on the warrant liabilities for the three months ended December 31: 2019 2018 Series S warrants $ - $ 33 Series V warrants 555,031 556,332 Series W warrants 151,374 626,850 Series Z warrants 10,549 204,121 Series ZZ warrants 14,847 14,323 Series AA warrants 64,978 157,219 Series BB warrants (431 ) 12,110 Series CC warrants (22,681 ) 665,606 Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants (7,189 ) 69,062 Series GG warrants - 212,782 Series HH warrants (82 ) 20,951 Series II warrants - 230,589 Series JJ warrants (130 ) 31,462 Series KK warrants - 228,095 Series LL warrants 243 28,197 Net gain on warrant liabilities $ 766,509 $ 5,556,306 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. Changes in Warrant 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 warrants recorded as equity were exercised during the three months ended December 31, 2019. Warrants Warrants Exercised Exercise Price Proceeds Series OO 10,000 $ 2.52 $ 25,200 Series SS 22,632 $ 2.09 47,301 Series TT 100,628 $ 2.24 224,600 132,900 $ 297,101 The following warrants recorded as equity were exercised during the three months ended December 31, 2018 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 3. Options and Shares Issued to Consultants During the three months ended December 31, 2019 and 2018, respectively, the Company issued 15,819 and 62,784 shares of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $7.18 and $3.22 during the three months ended December 31, 2019 and 2018, 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, 2019 and 2018, the Company recorded total expense of approximately $156,000 and $239,000, respectively, relating to these consulting agreements. At December 31, 2019 and September 30, 2019, approximately $159,000 and $230,000, respectively, are included in prepaid expenses. During the three months ended December 31, 2019 and 2018, 0 and 2,400 options, respectively, expired that were issued to consultants as payment for services rendered. As of December 31, 2019, 10,000 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 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 amounts due Ergomed. Under the Agreement, the Company issued Ergomed shares of common stock that the net proceeds from the sales of those shares would reduce outstanding amounts due 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 sale by Ergomed and reduces accounts payable to Ergomed. During the quarters ended December 31, 2019 and 2018, respectively, the Company realized approximately $0.8 million and $1.2 million through the sale by Ergomed of 98,350 and 353,995 shares of the Company’s common stock and the Company reduced the payables to Ergomed and credited Other Operating Gain by those amounts. No shares were issued to Ergomed during the quarters ended December 31, 2019 and 2018. On December 31, 2018, the expiration date of the prior agreement, Ergomed returned 564,905 unsold shares for cancellation. As of December 31, 2019, Ergomed held 99,650 shares for resale.

D. FAIR VALUE MEASUREMENTS

D. FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 2019
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 an 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, 2019: 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 $ - $ - $ 5,721,801 $ 5,721,801 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, 2019: 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 $ - $ - $ 6,488,310 $ 6,488,310 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, 2019 and the year ended September 30, 2019: 3 months ended 12 months ended December 31, 2019 September 30, 2019 Beginning balance $ 6,488,310 $ 9,317,031 Issuances - - Exercises - (3,589,357 ) Realized and unrealized (gains) and losses (766,509 ) 760,636 Ending balance $ 5,721,801 $ 6,488,310 The fair values of the Company’s derivative instruments disclosed above under Level 3 are primarily derived from valuation models where significant inputs such as historical price and volatility of the Company’s stock, as well as U.S. Treasury Bill rates, are observable in active markets.

E. RELATED PARTY TRANSACTIONS

E. RELATED PARTY TRANSACTIONS	3 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
E. RELATED PARTY TRANSACTIONS	During the quarter ended December 31, 2019, the Company’s CEO purchased 3,725 shares of restricted common stock at an aggregate fair market value of $25,000.

F. COMMITMENTS AND CONTINGENCIE

F. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
F. 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 $31.8 million for Ergomed’s services. This amount is net of Ergomed’s discount of approximately $10.8 million. During the three months ended December 31, 2019 and 2018, the Company recorded, net of Ergomed’s discount, approximately $0.9 million and $0.8 million, respectively, as research and development expense related to Ergomed’s services. Lease Agreements The Company determines whether a contract contains a lease at the inception of a contract by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company leases certain real estate, machinery, equipment and office equipment for varying periods. Many of these leases include an option to either renew or terminate the lease. For purposes of calculating lease liabilities, these options are included in the lease term when it is reasonably certain that the Company will exercise such options. The incremental borrowing rate utilized to calculate the lease liabilities is based on the information available at commencement date, as most of the leases do not provide an implicit borrowing rate. Short-term leases, defined as leases with initial terms of 12 months or less, are not reflected on the balance sheet. Lease expense for such short-term leases is not material. For purposes of calculating lease liabilities, lease and non-lease components are combined. 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, which expires in October 2028. Upon lease inception in October 2008, the Company contributed approximately $9.3 million towards the tenant-directed improvements, of which $3.2 million, plus interest, is being refunded during years six through twenty through reduced rental payments. As of December 31, 2019, approximately $2.7 million is remaining to be refunded through the duration of the lease term. This lease is classified as a finance lease. As of October 1, 2019, the initial improvements have a net book value of approximately $2.1 million and are included in leasehold improvements on the balance sheet. Upon adoption of ASC 842 on October 1, 2019, the Company recorded a finance lease right of use asset and a finance lease liability of approximately $13.5 million. As of December 31, 2019, the net book value of the finance lease right of use asset is approximately $13.1 million and the balance of the finance lease liability is approximately $13.3 million, of which approximately $0.8 million is current. These amounts include the San Tomas lease as well as several other smaller finance leases for office equipment. The finance right of use assets are being depreciated using a straight-line method over the underlying lease terms. Total cash paid related to finance leases during the three months ended December 31, 2019 was approximately $468,000, of which approximately $295,000 was for interest. The weighted average discount rate of the Company’s finance leases is 8.8% and the weighted average time to maturity is 8.8 years. 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, 2019 and September 30, 2019. Approximate future minimum lease payments under finance leases as of December 31, 2019 are as follows: Nine months ending September 30, 2020 $ 1,416,000 Year ending September 30, 2021 1,948,000 2022 2,010,000 2023 2,079,000 2024 2,146,000 2025 2,218,000 Thereafter 7,322,000 Total future minimum lease obligation 19,139,000 Less imputed interest on finance lease obligations (5,855,000 ) Net present value of lease finance lease obligations $ 13,284,000 The Company rents a portion of its space on a month-to-month term basis, which requires a 30-day notice for termination. The rental income for each of the three months ended December 31, 2019 and 2018 was approximately $18,000. The Company leases two facilities under 60-month operating leases – the lease for its research and development laboratory expires February 28, 2022 and the lease for its office headquarters expires June 30, 2020. During the quarter ended December 31, 2019, the Company incurred approximately $70,000 in leasehold improvements costs for the research and development lab and is reasonably certain to renew the lease through February 28, 2027. The renewal period is included in the right of use asset and liability calculations. The operating leases include escalating rental payments. The Company is recognizing the related rent expense on a straight-line basis over the full 60-month terms of the leases. Upon adoption of ASC 842 on October 1, 2019, the Company recorded an operating lease right of use asset and an operating lease liability of approximately $1.0 million. As of December 31, 2019, the net book value of the operating lease right of use asset is approximately $0.9 million and the balance of the operating lease liability is approximately $1.0 million, of which approximately $0.1 million is current. The Company incurred lease expense for operating leases of approximately $68,000 for the three months ended December 31, 2019. Total cash paid related to operating leases during the three months ended December 31, 2019 was approximately $66,000. As of December 31, 2019, future minimum lease payments on operating leases are as follows: Nine months ending September 30, 2020 $ 173,000 Year ending September 30, 2021 163,000 2022 168,000 2023 173,000 2024 178,000 2025 183,000 Thereafter 269,000 Total future minimum lease obligation 1,307,000 Less imputed interest on operating lease obligation (338,000 ) Net present value of operating lease obligation $ 969,000

G. PATENTS

G. PATENTS	3 Months Ended
	Dec. 31, 2019
Intangible Assets, Net (Excluding Goodwill) [Abstract]
G. PATENTS	During the three months ended December 31, 2019 and 2018, no patent impairment charges were recorded. For the three months ended December 31, 2019 and 2018, amortization of patent costs totaled approximately $13,000 and $12,000, respectively. Approximate estimated future amortization expense is as follows: Nine months ending September 30, 2020 $ 39,000 Year ending September 30, 2021 49,000 2022 45,000 2023 35,000 2024 27,000 2025 24,000 Thereafter 92,000 Total $ 311,000

H. LOSS PER COMMON SHARE

H. LOSS PER COMMON SHARE	3 Months Ended
	Dec. 31, 2019
Net (loss) income per common share
H. LOSS PER COMMON SHARE	The following tables provide the details of the basic and diluted (loss) earnings per-share computations: Three months ended December 31, 2019 2018 (Loss) earnings per share - basic Net (loss) earnings available to common shareholders - basic $ (5,475,160 ) $ 1,245,902 Weighted average shares outstanding - basic 35,084,279 27,985,327 Basic (loss) earnings per common share $ (0.16 ) $ 0.04 (Loss) earnings per share - diluted Net (loss) earnings available to common shareholders - basic $ (5,475,160 ) $ 1,245,902 Gain on derivatives (1) (243 ) (723,879 ) Net (loss) earnings available to common shareholders - diluted $ (5,474,403 ) $ 522,023 Weighted average shares outstanding - basic 35,084,279 27,985,327 Incremental shares underlying dilutive - warrants and options (1) 14,329 1,944,026 Weighted average shares outstanding - diluted 35,098,608 29,929,353 Diluted (loss) earnings per common share $ (0.16 ) $ 0.02 (1) Includes Series LL warrants for the three months ended December 31, 2019 and Series GG, HH, II, JJ and 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 2019 2018 Options and Warrants 7,009,959 3,175,384 Unvested Restricted Stock 304,500 312,000 Total 7,314,459 3,487,384

I. SUBSEQUENT EVENTS

I. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
I. SUBSEQUENT EVENTS	Under the terms of the Underwriting Agreement for the public offering which closed in December 2019 (Note C), the Company granted the Underwriters a 45-day option to purchase up to an additional 90,959 shares of common stock solely to cover over-allotments. The underwriter fully exercised this option in January 2020 resulting in additional net proceeds to the Company of approximately $767,000.

A. BASIS OF PRESENTATION AND _2

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	3 Months Ended
	Dec. 31, 2019
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/A for the year ended September 30, 2019. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair presentation of the Company’s financial position as of December 31, 2019 and the results of its operations for the three months then ended. The condensed balance sheet as of September 30, 2019 is derived from the September 30, 2019 audited financial statements. On October 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” using the modified retrospective transition approach. In accordance with this adoption method, results for the reporting period ended December 31, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard. All other 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, 2019 and 2018 are not necessarily indicative of the results to be expected for the entire year. The financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note B.
Research and Office Equipment and Leasehold Improvements	Research and Office Equipment and Leasehold Improvements
Patents	Patents
Research and Development Costs	Research and Development Costs
Income Taxes	Income Taxes
Derivative Instruments	Derivative Instruments
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	Newly Adopted Accounting Pronouncements Effective October 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases In June 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-07, Compensation—Stock Compensation (Topic 718 New Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement - Disclosure Framework (Topic )” 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, 2019
Equity [Abstract]
Stock options, stock bonuses and compensation granted by the Company	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 89,895 N/A 213 Non-Qualified Stock Option Plans 6,387,200 6,129,285 N/A 111,170 Stock Bonus Plans 783,760 N/A 335,700 448,027 Stock Compensation Plan 634,000 N/A 133,908 481,682 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500 Underlying share information for equity compensation plans as of September 30, 2019 is 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 89,895 N/A 213 Non-Qualified Stock Option Plans 6,387,200 6,128,321 N/A 112,166 Stock Bonus Plans 783,760 N/A 331,226 452,501 Stock Compensation Plan 634,000 N/A 130,183 485,407 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500
Stock option activity	Three Months Ended December 31, 2019 2018 Options granted 1,000 500 Options expired 36 2,400
Stock-based compensation expense	Three months Ended December 31, 2019 2018 Employees $ 1,800,225 $ 573,660 Non-employees $ 155,740 $ 238,904
Derivative liabilities, warrants and other options	Warrant/options Issue Date Shares Issuable upon Exercise of Warrants/ Options 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 154,810 $ 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 277,463 $ 5.00 12/8/2021 * Series HH 2/23/2017 6,500 $ 3.13 2/16/2022 * Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 * Series JJ 3/14/2017 9,450 $ 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 473,798 $ 2.52 7/24/2022 * Series OO 7/31/2017 40,000 $ 2.52 7/31/2022 * Series RR 10/30/2017 457,116 $ 1.65 10/30/2022 * Series SS 12/19/2017 460,012 $ 2.09 12/18/2022 2 Series TT 2/5/2018 459,421 $ 2.24 2/5/2023 2 Series VV 7/2/2018 82,500 $ 1.75 1/2/2024 * Consultants 7/28/17 10,000 $ 2.18 7/27/2027 3
Tabular disclosure of derivative liabilities at fair value	December 31, 2019 September 30, 2019 Series V warrants $ 119,411 $ 674,442 Series W warrants 1,042,133 1,193,507 Series Z warrants 1,098,996 1,109,545 Series ZZ warrants 62,791 77,638 Series AA warrants 851,930 916,908 Series BB warrants 64,397 63,966 Series CC warrants 1,733,579 1,710,898 Series FF warrants 453,374 446,185 Series HH warrants 45,739 45,657 Series JJ warrants 66,729 66,599 Series LL warrants 182,722 182,965 Total warrant liabilities $ 5,721,801 $ 6,488,310
Schedule of gains and (losses) on derivative liabilities	2019 2018 Series S warrants $ - $ 33 Series V warrants 555,031 556,332 Series W warrants 151,374 626,850 Series Z warrants 10,549 204,121 Series ZZ warrants 14,847 14,323 Series AA warrants 64,978 157,219 Series BB warrants (431 ) 12,110 Series CC warrants (22,681 ) 665,606 Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants (7,189 ) 69,062 Series GG warrants - 212,782 Series HH warrants (82 ) 20,951 Series II warrants - 230,589 Series JJ warrants (130 ) 31,462 Series KK warrants - 228,095 Series LL warrants 243 28,197 Net gain on warrant liabilities $ 766,509 $ 5,556,306
Warrants recorded as equity exercised	Warrants Warrants Exercised Exercise Price Proceeds Series OO 10,000 $ 2.52 $ 25,200 Series SS 22,632 $ 2.09 47,301 Series TT 100,628 $ 2.24 224,600 132,900 $ 297,101 The following warrants recorded as equity were exercised during the three months ended December 31, 2018 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, 2019
Fair Value Disclosures [Abstract]
Measured at fair value on a recurring basis	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 $ - $ - $ 5,721,801 $ 5,721,801 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, 2019: 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 $ - $ - $ 6,488,310 $ 6,488,310
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, 2019 September 30, 2019 Beginning balance $ 6,488,310 $ 9,317,031 Issuances - - Exercises - (3,589,357 ) Realized and unrealized (gains) and losses (766,509 ) 760,636 Ending balance $ 5,721,801 $ 6,488,310

F. COMMITMENTS AND CONTINGENC_2

F. COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments under the San Tomas lease	Nine months ending September 30, 2020 $ 1,416,000 Year ending September 30, 2021 1,948,000 2022 2,010,000 2023 2,079,000 2024 2,146,000 2025 2,218,000 Thereafter 7,322,000 Total future minimum lease obligation 19,139,000 Less imputed interest on finance lease obligations (5,855,000 ) Net present value of lease finance lease obligations $ 13,284,000
Schedule of future minimum payments under operating leases	Nine months ending September 30, 2020 $ 173,000 Year ending September 30, 2021 163,000 2022 168,000 2023 173,000 2024 178,000 2025 183,000 Thereafter 269,000 Total future minimum lease obligation 1,307,000 Less imputed interest on operating lease obligation (338,000 ) Net present value of operating lease obligation $ 969,000

G. PATENTS (Tables)

G. PATENTS (Tables)	3 Months Ended
	Dec. 31, 2019
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of total estimated future amortization	Nine months ending September 30, 2020 $ 39,000 Year ending September 30, 2021 49,000 2022 45,000 2023 35,000 2024 27,000 2025 24,000 Thereafter 92,000 Total $ 311,000

H. LOSS PER COMMON SHARE (Table

H. LOSS PER COMMON SHARE (Tables)	3 Months Ended
	Dec. 31, 2019
Net (loss) income per common share
Antidilutive securities	Three months ended December 31, 2019 2018 (Loss) earnings per share - basic Net (loss) earnings available to common shareholders - basic $ (5,475,160 ) $ 1,245,902 Weighted average shares outstanding - basic 35,084,279 27,985,327 Basic (loss) earnings per common share $ (0.16 ) $ 0.04 (Loss) earnings per share - diluted Net (loss) earnings available to common shareholders - basic $ (5,475,160 ) $ 1,245,902 Gain on derivatives (1) (243 ) (723,879 ) Net (loss) earnings available to common shareholders - diluted $ (5,474,403 ) $ 522,023 Weighted average shares outstanding - basic 35,084,279 27,985,327 Incremental shares underlying dilutive - warrants and options (1) 14,329 1,944,026 Weighted average shares outstanding - diluted 35,098,608 29,929,353 Diluted (loss) earnings per common share $ (0.16 ) $ 0.02 (1) Includes Series LL warrants for the three months ended December 31, 2019 and Series GG, HH, II, JJ and KK warrants for the three months ended December 31, 2018.

C. STOCKHOLDERS EQUITY (Details

C. STOCKHOLDERS EQUITY (Details) - shares	Dec. 31, 2019	Sep. 30, 2019
Incentive Stock Option Plans
Total shares reserved under plans	138,400	138,400
Shares reserved for outstanding options	89,895	89,895
Shares issued	0	0
Remaining options/shares under plans	213	213
Non Qualified Stock Option Plans
Total shares reserved under plans	6,387,200	6,387,200
Shares reserved for outstanding options	6,129,285	6,128,321
Shares issued	0	0
Remaining options/shares under plans	111,170	112,166
Stock Bonus Plans
Total shares reserved under plans	783,760	783,760
Shares reserved for outstanding options	0	0
Shares issued	335,700	331,226
Remaining options/shares under plans	448,027	452,501
Stock Compensation Plan
Total shares reserved under plans	634,000	634,000
Shares reserved for outstanding options	0	0
Shares issued	133,908	130,183
Remaining options/shares under plans	481,682	485,407
Incentive Stock Bonus Plan
Total shares reserved under plans	640,000	640,000
Shares reserved for outstanding options	0	0
Shares issued	616,500	616,500
Remaining options/shares under plans	23,500	23,500

C. STOCKHOLDERS EQUITY (Detai_2

C. STOCKHOLDERS EQUITY (Details 1) - shares	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Granted	1,000	500
Expired	36	2,400

C. STOCKHOLDERS EQUITY (Detai_3

C. STOCKHOLDERS EQUITY (Details 2)	3 Months Ended
	Dec. 31, 2019$ / sharesshares
Series N
STOCKHOLDERS' EQUITY
Issue date	8/18/2008
Shares issuable upon exercise of warrant | shares	85,339
Exercise price | $ / shares	$ 3
Expiration date	2/18/2020
Series V
STOCKHOLDERS' EQUITY
Issue date	5/28/2015
Shares issuable upon exercise of warrant | shares	810,127
Exercise price | $ / shares	$ 19.75
Expiration date	5/28/2020
Series UU
STOCKHOLDERS' EQUITY
Issue date	6/11/2018
Shares issuable upon exercise of warrant | shares	154,810
Exercise price | $ / shares	$ 2.80
Expiration date	6/11/2020
Series W
STOCKHOLDERS' EQUITY
Issue date	10/28/2015
Shares issuable upon exercise of warrant | shares	688,930
Exercise price | $ / shares	$ 16.75
Expiration date	10/28/2020
Series X
STOCKHOLDERS' EQUITY
Issue date	1/13/2016
Shares issuable upon exercise of warrant | shares	120,000
Exercise price | $ / shares	$ 9.25
Expiration date	1/13/2021
Series Y
STOCKHOLDERS' EQUITY
Issue date	2/15/2016
Shares issuable upon exercise of warrant | shares	26,000
Exercise price | $ / shares	$ 12
Expiration date	2/15/2021
Series ZZ
STOCKHOLDERS' EQUITY
Issue date	5/23/2016
Shares issuable upon exercise of warrant | shares	20,000
Exercise price | $ / shares	$ 13.75
Expiration date	5/18/2021
Series BB
STOCKHOLDERS' EQUITY
Issue date	8/26/2016
Shares issuable upon exercise of warrant | shares	16,000
Exercise price | $ / shares	$ 13.75
Expiration date	8/22/2021
Series Z
STOCKHOLDERS' EQUITY
Issue date	5/23/2016
Shares issuable upon exercise of warrant | shares	264,000
Exercise price | $ / shares	$ 13.75
Expiration date	11/23/2021
Series FF
STOCKHOLDERS' EQUITY
Issue date	12/8/2016
Shares issuable upon exercise of warrant | shares	68,048
Exercise price | $ / shares	$ 3.91
Expiration date	12/1/2021
Series CC
STOCKHOLDERS' EQUITY
Issue date	12/8/2016
Shares issuable upon exercise of warrant | shares	277,463
Exercise price | $ / shares	$ 5
Expiration date	12/8/2021
Series HH
STOCKHOLDERS' EQUITY
Issue date	2/23/2017
Shares issuable upon exercise of warrant | shares	6,500
Exercise price | $ / shares	$ 3.13
Expiration date	2/16/2022
Series AA
STOCKHOLDERS' EQUITY
Issue date	8/26/2016
Shares issuable upon exercise of warrant | shares	200,000
Exercise price | $ / shares	$ 13.75
Expiration date	2/22/2022
Series JJ
STOCKHOLDERS' EQUITY
Issue date	3/14/2017
Shares issuable upon exercise of warrant | shares	9,450
Exercise price | $ / shares	$ 3.13
Expiration date	3/8/2022
Series LL
STOCKHOLDERS' EQUITY
Issue date	4/30/2017
Shares issuable upon exercise of warrant | shares	26,398
Exercise price | $ / shares	$ 3.59
Expiration date	4/30/2022
Series MM
STOCKHOLDERS' EQUITY
Issue date	6/22/2017
Shares issuable upon exercise of warrant | shares	893,491
Exercise price | $ / shares	$ 1.86
Expiration date	6/22/2022
Series NN
STOCKHOLDERS' EQUITY
Issue date	7/24/2017
Shares issuable upon exercise of warrant | shares	473,798
Exercise price | $ / shares	$ 2.52
Expiration date	7/24/2022
Series OO
STOCKHOLDERS' EQUITY
Issue date	7/31/2017
Shares issuable upon exercise of warrant | shares	40,000
Exercise price | $ / shares	$ 2.52
Expiration date	7/31/2022
Series RR
STOCKHOLDERS' EQUITY
Issue date	10/30/2017
Shares issuable upon exercise of warrant | shares	457,116
Exercise price | $ / shares	$ 1.65
Expiration date	10/30/2022
Series SS
STOCKHOLDERS' EQUITY
Issue date	12/19/2017
Shares issuable upon exercise of warrant | shares	460,012
Exercise price | $ / shares	$ 2.09
Expiration date	12/18/2022
Series TT
STOCKHOLDERS' EQUITY
Issue date	2/5/2018
Shares issuable upon exercise of warrant | shares	459,421
Exercise price | $ / shares	$ 2.24
Expiration date	2/5/2023
Series VV
STOCKHOLDERS' EQUITY
Issue date	7/2/2018
Shares issuable upon exercise of warrant | shares	82,500
Exercise price | $ / shares	$ 1.75
Expiration date	1/2/2024
Consultants
STOCKHOLDERS' EQUITY
Issue date	7/28/17
Shares issuable upon exercise of warrant | shares	10,000
Exercise price | $ / shares	$ 2.18
Expiration date	7/27/2027

STOCKHOLDERS EQUITY (Details 3)

STOCKHOLDERS EQUITY (Details 3) - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Employee
Stock based compensation expense	$ 1,800,225	$ 573,660
Non-Employees
Stock based compensation expense	$ 155,740	$ 238,904

C. STOCKHOLDERS EQUITY (Detai_4

C. STOCKHOLDERS EQUITY (Details 4) - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2019
Equity [Abstract]
Series V warrants	$ 119,411		$ 674,442
Series W warrants	1,042,133		1,193,507
Series Z warrants	1,098,996		1,109,545
Series ZZ warrants	62,791		77,638
Series AA warrants	851,930		916,908
Series BB warrants	64,397		63,966
Series CC warrants	1,733,579		1,710,898
Series FF warrants	453,374		446,185
Series HH warrants	45,739		45,657
Series JJ warrants	66,729		66,599
Series LL warrants	182,722		182,965
Total warrant liabilities	5,721,801		$ 6,488,310
Series S warrants	0	$ 33
Series V warrants	555,031	556,332
Series W warrants	151,374	626,850
Series Z warrants	10,549	204,121
Series ZZ warrants	14,847	14,323
Series AA warrants	64,978	157,219
Series BB warrants	(431)	12,110
Series CC warrants	(22,681)	665,606
Series DD warrants	0	1,249,287
Series EE warrants	0	1,249,287
Series FF warrants	(7,189)	69,062
Series GG warrants	0	212,782
Series HH warrants	(82)	20,951
Series II warrants	0	230,589
Series JJ warrants	(130)	31,462
Series KK warrants	0	228,095
Series LL warrants	243	28,197
Net (loss)/gain on warrant liabilities	$ 766,509	$ 5,556,306

STOCKHOLDERS EQUITY (Details 5)

STOCKHOLDERS EQUITY (Details 5) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Warrants exercised			132,900	298,682
Proceeds			$ 297,101	$ 649,753
Series OO
Warrants exercised	10,000
Exercise Price	$ 2.52
Proceeds	$ 25,200
Series SS
Warrants exercised	22,632	152,632
Exercise Price	$ 2.09	$ 2.09
Proceeds	$ 47,301	$ 319,001
Series TT
Warrants exercised	100,628	86,050
Exercise Price	$ 2.24	$ 2.24
Proceeds	$ 224,600	$ 192,752
Series PP
Warrants exercised		60,000
Exercise Price		$ 2.3
Proceeds		$ 138,000

C. STOCKHOLDERS EQUITY (Detai_5

C. STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2019
Equity [Abstract]
Total compensation expense	$ 156,000	$ 239,000
Pre-paid expenses	159,000		$ 230,000
Other non-operating gain/loss	$ 800,000	$ 1,200,000

D. FAIR VALUE MEASUREMENTS (Det

D. FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2019
Derivative instruments	$ 5,721,801	$ 6,488,310
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Derivative instruments	0	0
Significant Other Observable Inputs (Level 2)
Derivative instruments	0	0
Significant Unobservable Inputs (Level 3)
Derivative instruments	$ 5,721,801	$ 6,488,310

D. FAIR VALUE MEASUREMENTS (D_2

D. FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Beginning balance	$ 6,488,310	$ 9,317,031
Issuances	0	0
Exercises	0	(3,589,357)
Realized and unrealized (gains) and losses	(766,509)	6,488,310
Ending balance	$ 85,721,801	$ 6,488,310

F. COMMITMENTS AND CONTINGENC_3

F. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Nine months ending September 30, 2020	$ 1,416,000
2021	1,948,000
2022	2,010,000
2023	2,079,000
2024	2,146,000
2025	2,218,000
Thereafter	7,322,000
Total future minimum lease obligation	19,139,000
Less imputed interest on financing obligation	(5,855,000)
Net present value of lease financing obligation	$ 13,284,000

F. COMMITMENTS AND CONTINGENC_4

F. COMMITMENTS AND CONTINGENCIES (Details 1)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Nine months ending September 30, 2020	$ 173,000
2021	163,000
2022	168,000
2023	173,000
2024	178,000
2025	183,000
Thereafter	269,000
Total future minimum lease obligation	1,307,000
Less imputed interest on operating lease obligation	(338,000)
Total	$ 969,000

F. COMMITMENTS AND CONTINGENC_5

F. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Research and Development expenses	$ 900,000	$ 800,000
Reimbursable tenant-directed improvements	2,700,000
Finance lease right of use assets	13,120,256		$ 0
Cash paid related to finance leases	468,000	0
Rental Income	18,000	18,000
Book value of operating lease - asset	900,000
Book value of operating lease - liability	1,000,000
Operating lease expense	68,000	$ 0
Cash paid related to operating leases	$ 66,000

G. PATENTS (Details)

G. PATENTS (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2019
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Nine months ending September 30, 2020	$ 39,000
2021	49,000
2022	45,000
2023	35,000
2024	27,000
2025	24,000
Thereafter	92,000
Total	$ 310,703	$ 311,586

H. LOSS PER COMMON SHARE (Detai

H. LOSS PER COMMON SHARE (Details) - USD ($)		3 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
(Loss) earnings per share - basic
Net (loss) income available to common shareholders		$ (5,475,160)	$ 1,245,902
Weighted average shares outstanding - basic		35,084,279	27,985,327
Basic (loss) earnings per common share		$ (0.16)	$ 0.04
(Loss) earnings per share - diluted
Net (loss) income available to common shareholders		$ (5,475,160)	$ 1,245,902
Gain on derivatives	[1]	(243)	(723,879)
Net (loss) earnings available to common shareholders - diluted		$ (5,474,403)	$ 522,023
Weighted average shares outstanding - basic		35,084,279	27,985,327
Incremental shares underlying dilutive warrants and options	[1]	14,329	1,944,026
Weighted average shares outstanding - diluted		35,098,608	29,929,353
Diluted (loss) earnings per common share		$ (0.16)	$ 0.02
[1]	(1) Includes Series LL warrants for the three months ended December 31, 2019 and Series GG, HH, II, JJ and KK warrants for the three months ended December 31, 2018.

H. LOSS PER COMMON SHARE (Det_2

H. LOSS PER COMMON SHARE (Details 1) - shares	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Antidilutive securities	7,314,459	3,487,384
Options and Warrants
Antidilutive securities	7,009,959	3,175,384
Unvested Restricted Stock
Antidilutive securities	304,500	312,000