New York, NY, Sept. 08, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton in the public offering of Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and approximately 54,000 pre-funded units (the “Pre-Funded Units”) at a price to the public of $2.999 per Pre-Funded Unit. Each Unit consists of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock (the Series A and Series B warrants together the “Warrants”). The Warrants will have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and will expire five (5) years following the date of issuance. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”), one Series A Warrant and one Series B Warrant, identical to the Warrants in the Unit. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The closing of the offering is expected to occur on or about September 12, 2023, subject to the satisfaction of customary closing conditions.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as the sole book running manager for the offering. Lucosky Brookman LLP is acting as legal counsel to the Company and Carmel, Milazzo & Feil LLP is acting as legal counsel to EF Hutton.

The gross proceeds to the Company from the offering are expected to be approximately $3.0 million, before deducting underwriter fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include acquisitions, research and development of original content and technology, strategic partnerships, and for working capital, capital expenditures, and other general corporate purposes.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

New York, NY, Aug. 21, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) represents Aegis Capital Corp. in the underwritten public offering of Super League Gaming, Inc. (Nasdaq: SLGG) (“Super League” or the “Company”), a leading publisher and creator of immersive experiences across the world’s largest metaverse gaming platforms, to be approximately $2.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consists of 16,923,077 shares of common stock (or pre-funded warrants in lieu of common stock) at a price to the public of $0.13 per share (less $0.001 in exercise price per pre-funded warrant). The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase common shares and pre-funded warrants of up to 15% of the number of common shares and pre-funded warrants sold in the offering solely to cover over-allotments, if any. If this option is exercised in full, the total gross proceeds of the offering including over-allotments are expected to be approximately $2.5 million before deducting underwriting discounts, commissions and offering expenses.
The offering is expected to close on August 23, 2023, subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. is acting as the sole book-running manager for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-259347), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2021. A preliminary prospectus supplement and accompanying shelf prospectus describing the terms of the proposed offering have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying shelf prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC and that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Super League Gaming

Super League Gaming is a leading, strategically integrated publisher and creator of games and experiences across the world’s largest immersive digital platforms. From metaverse gaming powerhouses such as Roblox, Minecraft, and Fortnite, to the most popular web3 environments such as The Sandbox and Decentraland, to bespoke worlds built using the most advanced 3D creation tools, Super League’s innovative solutions provide incomparable access to massive audiences of consumers who gather in immersive digital spaces to socialize, play, explore, collaborate, shop, learn, and create. As a true end-to-end activation partner for dozens of global brands, Super League offers a complete range of development, distribution, monetization, and optimization capabilities designed to engage users through dynamic, energized programs. As an originator of new experiences designed by in-house creators and a network of top developers, a comprehensive set of proprietary creator tools, and a future-forward team of creative professionals, Super League accelerates IP and audience success within the fastest growing sector of the gaming and media industries. For more information about the Company, go to superleague.com.

Forward-Looking Statements

This press release contains forward-looking statements which involve substantial risks and uncertainties. Forward-looking statements are often identifiable by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for making each forward-looking statement contained in this press release, the Company cautions that these statements are based on a combination of facts and factors currently known by the Company and its expectations of the future, about which the Company cannot be certain. Forward-looking statements are subject to considerable risks and uncertainties, as well as other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to whether or not the Company will be able to raise capital through the sale of shares of Common Stock (or pre-funded warrants to purchase Common Stock in lieu thereof or in addition thereto) or otherwise; the final terms of the proposed offering; market conditions; satisfaction of customary closing conditions related to the public offering; the Company’s ability to maintain adequate liquidity and financing sources; various risks related to the Company’s business operations; and other risks and uncertainties, including those described within the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q, which risk factors are incorporated in the shelf prospectus and accompanying prospectus supplement by reference. There can be no assurance that the Company will be able to complete the public offering on the anticipated terms, or at all. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances, except as required by law.

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001668370/000157587223001326/tblt-20230814.htm

NEW YORK, NY / August 14, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Spartan Capital Securities LLC as placement agent for 1847 Holdings LLC (“1847” or the “Company”) (NYSE American: EFSH), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, today announced in an unsecured debt financing with certain institutional and other accredited investors (“Investors”).

The Company issued to the Investors 20% OID subordinated promissory notes (“Notes”) in the aggregate principal amount of $3,125,000 and warrants for the purchase of an aggregate of 4,098,361 common shares for a total purchase price of $2,500,000 in a private placement transaction. Additional details on the transaction are available in the Company’s Form 8-K, which has been filed with the Securities and Exchange Commission and is available on the Company’s website.

Mr. Ellery W. Roberts, CEO of 1847, commented, “With this additional financing we believe we have no near-term need for equity-linked funding and expect cash flow from operations, and our borrowing capacity, to support our capital needs going forward. We want to thank our investors for their support by providing us additional working capital during this period of very rapid growth.”

Spartan Capital Securities LLC acted as the sole placement agent on this transaction.

About 1847 Holdings LLC

1847 Holdings LLC (NYSE American:EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings’ investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as “solid” for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings’ ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.

For the latest insights, follow 1847 on Twitter.

Forward-Looking Statements

This press release may contain information about 1847 Holdings’ view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management’s beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in “Risk Factors” included in our SEC filings.

New York, NY / August 9, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton, division of Benchmark Investments LLC, in the initial public offering of LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:LQR), a company that intends to become the full-service digital marketing and brand development face of the alcoholic beverage space, of 1,000,000 shares of common stock (“Common Stock”) at a public offering price of $5.00 per share. The Common Stock are expected to begin trading on the Nasdaq Capital Market on August 10, 2023, under the ticker symbol “LQR”.

The Company expects to receive aggregate gross proceeds of $5,000,000 from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 150,000 shares of Common Stock at the public offering price, less the underwriting discounts. The Offering is expected to close on August 11, 2023, subject to satisfaction of customary closing conditions.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as sole book-running manager for the Offering. Nauth LPC is acting as counsel to the Company, and Carmel, Milazzo & Feil LLP is acting as counsel to EF Hutton in connection with the Offering.

Proceeds from the Offering will be used for (i) acquisitions of alcoholic beverage brands; (ii) investing in marketing of existing brands, including SWOL; (iii) working capital and general corporate purposes; (iv) compensating certain executive officers.

A registration statement on Form S-1 relating to the Offering, as amended, was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-272660) and was declared effective by the SEC on August 9, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About LQR House Inc.

LQR House is a dynamic and forward-thinking e-commerce marketing company that intends to become the full-service digital marketing and brand development face of the alcoholic beverage space. Currently, LQR House has a key partnership with Country Wine & Spirits Inc. (“CWS”), granting the Company a full control over all marketing operations on CWSpirits.com, large alcohol ecommerce platform. With a deep passion for the world of beverages, LQR House takes pride in curating marketing strategies aimed to elevate brands to new heights. Composed of a team of seasoned professionals, LQR House focuses on crafting marketing solutions tailored to each client’s unique needs. Through strategic partnerships, creative branding, and digital prowess, LQR House intends to be at the forefront of the wine and spirits marketing landscape, making it the go-to choice for brands seeking to thrive in a competitive industry.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.

New York, NY., Aug. 09, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Alexander Capital L.P. in the initial public offering of NeurAxis, Inc. (NYSE American: NRXS) (“NeurAxis” or the “Company”), a medical technology company commercializing neuromodulation therapies that address chronic and debilitating conditions in children and adults, in the pricing of its underwritten initial public offering of 1,098,667 shares of common stock at an initial public offering price of $6.00 per share. The gross proceeds from the offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $6,592,000. In addition, the Company has granted the underwriters a 45-day option to purchase up to 164,800 additional shares of common stock at the initial public offering price, less the underwriting discount.

The shares are expected to begin trading on the NYSE American on August 9, 2023 under the ticker symbol “NRXS”. The offering is expected to close on August 11, 2023 subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds of the initial public offering for sales and marketing activities, research and development, certain payments to executive officers pursuant to their respective employment agreements, and general corporate purposes.

Advisor Details

Alexander Capital L.P. is acting as sole book-running manager for the offering. Lucosky Brookman LLP served as counsel to NeurAxis. Carmel, Milazzo & Feil LLP served as counsel to the underwriters.

The securities described above are being offered by NeurAxis pursuant to a registration statement on Form S-1, as amended (File No. 333-269179) that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2023. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital L.P., 10 Drs James Parker Boulevard #202, Red Bank, NJ 07701, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About NeurAxis, Inc.

NeurAxis, Inc., is a medical technology company focused on neuromodulation therapies to address chronic and debilitating conditions in children and adults. NeurAxis is dedicated to advancing science and leveraging evidence-based medicine to drive adoption of its IB-Stim™ therapy, which is its proprietary Percutaneous Electrical Nerve Field Stimulation (PENFS) technology, by the medical, scientific, and patient communities. IB-Stim™ is FDA cleared for functional abdominal pain associated with irritable bowel syndrome (IBS) in adolescents 11-18 years old.  Additional clinical trials of PENFS in multiple pediatric and adult conditions with large unmet healthcare needs are underway. For more information, please visit http://neuraxis.com/.

Forward-Looking Statements

This press release includes statements that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Specific forward-looking statements in this press release include, among others, statements regarding the expected trading of our shares on The NYSE American, the expected closing of the offering, and the intended use of the net proceeds of the offering. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially and adversely from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and NeurAxis does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

New York, NY, July 24, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Janover Inc. (Nasdaq:  JNVR) (“Janover” or the “Company”), a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, in the pricing of its initial public offering of 1,412,500 shares of common stock at a public offering price of $4.00 per share for aggregate gross proceeds of approximately $5.65 million, prior to deducting underwriting discounts, commissions, and other offering expenses. 

In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 211,875 shares of common stock at the initial public offering price, less underwriting discounts and commissions to cover over-allotments, if any. The offering is expected to close on July 27, 2023, subject to customary closing conditions.

In connection with the offering, Janover has received approval to list its shares of common stock on the Nasdaq Capital Market, with the shares expected to begin trading on July 25, 2023 under the symbol “JNVR”. 

Janover expects to use the net proceeds from the offering primarily to fund the development of new products and improvements to existing products; expand sales and marketing capabilities; and for general corporate purposes, including capital expenditures and working capital.

Spartan Capital Securities, LLC and R.F. Lafferty & Co., Inc. are acting as joint book-running managers for the offering.

A registration statement on Form S-1, as amended (File No. 333-267907), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on July 24, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006, or by telephone at (877) 772-7818.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Janover Inc.

Janover is a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch. The Company seeks to revolutionize the commercial real estate lending market by making it hyper-efficient, transparent, and accessible to all rather than the few.  Through the Company’s online platform, it provides technology that connects commercial mortgage borrowers looking for capital to refinance, build, or purchase commercial property, including, but not limited to, apartment buildings, to commercial property lenders. Borrowers include, but are not limited to, owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners, which Janover believes represents a significant growth opportunity. Lenders include small banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders, SBA lenders, and more. Additional information about the Company is available at: https://janover.co/.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations. These forward-looking statements include, without limitation, references to the Company’s expectations regarding the closing of the public offering and its anticipated use of net proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering, or factors that result in changes to the Company’s anticipated use of proceeds. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors” in the Company’s Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-267907). Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

New York, NY, July 18, 2023–Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented ThinkEquity in the public offering of CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a Phase 3 cancer immunotherapy company, an underwritten public offering of 2,500,000 shares of its common stock at a public offering price of $2.00 per share, for gross proceeds of $5,000,000, before deducting underwriting discounts, and offering expenses. All of the shares of common stock are being offered by the Company. The offering is expected to close on July 20, 2023, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering to fund the continued development of Multikine* and for general corporate purposes.

ThinkEquity is acting as sole book-running manager for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-265995), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2022 and declared effective on July 15, 2022. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company’s lead investigational therapy Multikine completed a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “intends,” “believes,” “anticipated,” “plans” and “expects,” and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such statements include, but are not limited to, statements about the offering. Factors that could cause or contribute to such differences include an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company’s potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI’s filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2022. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company’s future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

NEW YORK, NY / July 14, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Spartan Capital Securities, LLC, as placement agent in the registered direct offering of 1847 Holdings LLC (NYSE American: EFSH) (“1847 Holdings” or the “Company”), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, in a securities purchase agreement with certain institutional investors to purchase an aggregate of 10,416,667 shares and/or pre-funded warrants to purchase common shares of the Company, at a purchase price of $0.24 per share and/or pre-funded warrant in a registered direct offering (the “Offering”). The gross proceeds of the Offering to the Company, before deducing placement agent fees and commissions and other offering expenses, are expected to be approximately $2.5 million.

The closing of the Offering is expected to occur on or about July 18, 2023, subject to the satisfaction of customary closing conditions.

Spartan Capital Securities, LLC is acting as the sole placement agent in connection with the offering.

The common shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, as amended (File No. 333-269509) that was filed with the SEC on February 1, 2023, and was declared effective on February 13, 2023. The Offering of the common shares will be made only by means of a prospectus supplement that forms part of the registration statement. A prospectus supplement relating to the common shares will be filed by 1847 Holdings with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006 or telephone at (877) 772-7818.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 1847 Holdings

1847 Holdings LLC (NYSE American:EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings’ investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as “solid” for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings’ ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com

Forward Looking Statements

This press release may contain information about 1847 Holdings’ view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management’s beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in “Risk Factors” included in our SEC filings.

New York, NY July 12, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented  60 Degrees Pharmaceuticals, Inc., (NASDAQ: SXTP; SXTPW) (“60P” or the “Company”), specialists in developing and marketing medicines for infectious diseases, in its initial public offering of 1,415,095 units (each, a “Unit,” collectively, the “Units”) at a price of $5.30 per Unit for a total of approximately $7.5 million of gross proceeds to the Company. Each Unit is comprised of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $6.095 per share, and one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $6.36.

The shares and Tradeable Warrants are expected to begin trading on the Nasdaq Capital Market on July 12, 2023, under the symbols “SXTP” and “SXTPW,” respectively. The offering is expected to close on or about July 14, 2023, subject to customary closing conditions.

The underwriters have been granted an option, exercisable within 45 days after the closing of this offering, to purchase shares of the Company’s common stock at a price of $5.28 per share and/or Tradeable Warrants at a price of $0.01 per Tradeable Warrant, and/or Non-tradeable Warrants at $0.01 per Non-tradeable Warrant, or any combination of additional shares of common stock and Warrants representing, in the aggregate, up to 15% of the number of Units sold in this offering, in all cases less the underwriting discount.

WallachBeth Capital LLC is the Sole Bookrunner for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from WallachBeth Capital, LLC, via email: cap-mkts@wallachbeth.com, or by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA. In addition, a copy of the final prospectus, when available, relating to the offering may be obtained via the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

A registration statement on Form S-1, as amended (File No. 333-269483), relating to these securities was filed with the SEC and was declared effective on July 11, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 60 Degrees Pharmaceuticals, Inc.

60 Degrees Pharmaceuticals, Inc., founded in 2010, specializes in developing and marketing new medicines for the treatment and prevention of infectious diseases that affect the lives of millions of people. 60P successfully achieved FDA approval of its lead product, ARAKODA^® (tafenoquine), for malaria prevention, in 2018. 60P also collaborates with prominent research organizations in the U.S., Australia and Singapore. 60P’s mission has been supported through in-kind funding from the United States Department of Defense and private investment from Knight Therapeutics Inc., a Canadian-based pan-American specialty pharmaceutical company. 60P is headquartered in Washington D.C., with a majority-owned subsidiary in Australia. Learn more at www.60degreespharma.com.

Forward-Looking Statements

The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The statements expressed herein are those only of 60P.

Forward-looking terminology, such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof, or other variations thereon or comparable terminology, may discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition, and other similar matters. However, we are not able to predict accurately or control these matters. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.