Company Code of Ethics

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This Code of Ethics applies to CEL-SCI’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. These persons are referred to in this Code of Ethics as CEL-SCI’s “Senior Officers”.

  •  The Senior Officers are expected to conduct themselves in an honest and ethical manner.
  • The Senior Officers are to refrain from activities involving a conflict of interest between themselves and CEL-SCI or, in the alternative, to obtain approval from CEL-SCI’s Board of Directors before engaging in transactions that may involve a conflict of interest. Activities which involve a conflict of interest include:
    • Entering into or approving transactions on behalf of CEL-SCI with themselves or with their relatives;
    • Holding a significant financial interest in any supplier, contractor, customer, competitor, or security holder;
    • Accepting gifts, loans or preferential treatment from any supplier, contractor, customer, competitor, or security holder;
    • Soliciting favors or items from any supplier, contractor, customer, competitor or security holder;
    • Benefiting improperly from the use or disposition of CEL-SCI’s property; and
    •  Holding other employment without permission.

Advertising novelties, favors, meals and entertainment may be accepted by Senior Officers only if (a) they are consistent with accepted business practice; (b) they are of limited value and cannot be construed as a bribe or payoff; (c) they do not violate any law or generally accepted ethical standards; and (d) public disclosure of the facts will not embarrass CEL-SCI.

  • The Senior Officers are expected to use their best efforts to insure that CEL-SCI provides full, fair, accurate, timely, and understandable disclosure in reports and documents that CEL-SCI files with, or submits to, any government agency and in any other public communications made by CEL-SCI. To this end, each Senior Officer is required to take appropriate measures such that:
    • All of CEL-SCI’s accounting records, as well as reports produced from those records, are in accordance with Generally Accepted Accounting Principles and the rules and regulations of the Securities and Exchange Commission.
    • CEL-SCI’s records fairly and accurately reflect the transactions to which they relate and are properly classified both as to their nature and the appropriate fiscal period.
    • CEL-SCI records fairly and accurately reflect, in reasonable detail, CEL-SCI’s assets, liabilities, revenues and expenses.
    • All financial transactions are supported by accurate documentation in reasonable detail.
    • No information relating to CEL-SCI is concealed from CEL-SCI’s independent auditors.


  • The Senior Officers must comply with all government laws, rules and regulations which pertain to CEL-SCI.
  • If any Senior Officer fails to comply with this Code, the Senior Officer will be subject to disciplinary measures, including termination of employment.
  • If a violation of this Code of Ethics is discovered or suspected, the Senior Officer must (anonymously, desired) send a detailed note, with relevant documents, to:

Dr. Peter Young
Chairman, Audit Committee
208 Hewitt Drive, Suite 103-143
Waco, TX 76712

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