CEL SCI CORP Stock Compensation Disclosure

8. EQUITY-BASED COMPENSATION

The Company recognized the following expenses for options issued or vested and restricted stock awarded during the year:

As of September 30, 2025, the total compensation cost related to non-vested options and restricted stock awarded to employees and non-employees not yet recognized was approximately $2.9 million and $47,000, respectively, and the weighted-average period over which it is expected to be recognized is 1.92 and 0.21 years, respectively.

During the years ended September 30, 2025 and 2024, the fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions.

Non-Qualified Stock Option Plans 

During the year ended September 30, 2025, the Company adopted the 2025 Non-Qualified Stock Option Plan, which provides for the issuance of up to 116,667 options to purchase shares of common stock. On July 28, 2025, the Company granted 116,526 options to purchase shares of common stock from the 2025 Non-Qualified Stock Option Plan to officers, directors and employees. Each option entitles the holder to purchase one share of the Company’s common stock at a price of $8.20 per share, vests in three equal annual installments commencing one year after the grant date and expires on July 27, 2035.

During the year ended September 30, 2024, the Company adopted the 2024 Non-Qualified Stock Option Plan, which provides for the issuance of up to 66,667 options to purchase shares of common stock. On April 19, 2024, the Company granted 65,400 options to purchase shares of common stock from the 2024 Non-Qualified Stock Option Plan to officers, directors and employees. Each option entitles the holder to purchase one share of the Company’s common stock at a price of $45.00 per share, vests in three equal annual installments commencing one year after the grant date and expires on April 18, 2034.

At September 30, 2025, the Company has collectively authorized the issuance of 709,576 options to purchase shares of common stock under its Non-Qualified Stock Option Plans. Options typically vest over a three-year period and expire no later than ten years after the grant date. Terms of the options were determined by the Company’s Compensation Committee which administers the plans. The Company’s employees, directors, officers, and consultants or advisors are eligible to be granted options under the Non-Qualified Stock Option Plans.

Incentive Stock Option Plans – At September 30, 2025, the Company had collectively authorized the issuance of 4,614 options to purchase shares of common stock under its Incentive Stock Option Plans. Options typically vest over a three-year period and expire no later than ten years after the grant date. Terms of the options were determined by the Company’s Compensation Committee which administers the Plans. Only the Company’s employees are eligible to be granted options under the Incentive Stock Option Plans.

Activity in the Company’s Non-Qualified and Incentive Stock Option Plans for the two years ended September 30, 2025 is summarized as follows:

Non-Qualified and Incentive Stock Option Plans

A summary of the status of the Company’s unvested options for the two years ended September 30, 2025 is presented below:

Incentive Stock Bonus Plan – On September 30, 2025, 20,248 of the shares granted under the 2014 Incentive Stock Bonus Plan remain outstanding, of which 15,438 shares are fully vested.  During the year ended September 30, 2025 and 2024, there were 100 and 0 unvested shares that were forfeited, respectively. The shares are being earned upon the achievement of certain milestones leading to the commercialization of the Company’s Multikine technology, or specified increases in the market price of the Company’s stock.  The fair value of the shares on the grant date was calculated using the market value on the grant-date for issuances where the attainment of performance criteria is likely and using a Monte Carlo Simulation for issuances where the attainment of performance criteria is uncertain.  The grant date fair value of shares issued that remain outstanding as of September 30, 2025 was approximately $8.6 million.  The total value of the shares, if earned, is being expensed over the requisite service periods for each milestone, provided the requisite service periods are rendered, regardless of whether the market conditions are met.  No compensation cost is recognized for awards where the requisite service period is not rendered.  During the years ended September 30, 2025 and 2024, the Company recorded expense relating to the issuance of restricted stock pursuant to the plan of approximately $(17,000) and $0, respectively.  As of September 30, 2025, all compensation expense related to the 2014 Incentive Stock Bonus Plan has been fully recognized.

A summary of the status of the Company’s restricted common stock issued from the Incentive Stock Bonus Plan for the two years ended September 30, 2025 is presented below:

Stock Bonus Plans – As of September 30, 2025, the Company has authorized the issuance of up to 59,460 shares of common stock from the Stock Bonus Plans and has issued a total of 59,460 shares of common stock under its Stock Bonus Plans.  All employees, directors, officers, consultants, and advisors are eligible to be granted shares. 

Stock Compensation Plans – On September 30, 2025, 21,134 shares were authorized for issuance pursuant to the Company’s Stock Compensation Plans, of which 5,107 shares were issued and outstanding.  No shares were issued from the Stock Compensation Plans during the years ended September 30, 2025 and 2024.