UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): August 31, 2016

                               CEL-SCI CORPORATION
                      ------------------------------------
             (Exact name of Registrant as specified in its charter)


      Colorado                        0-11503                  84-0916344
--------------------------      ------------------------  ---------------------
(State or other jurisdiction    (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
               -------------------------------------------------
          (Address of principal executive offices, including Zip Code)

      Registrant's telephone number, including area code: (703) 506-9460


                                       N/A
                         -----------------------------
          (Former name or former address if changed since last report)



<PAGE>


Item 1.01.   Entry into a Material Definitive Agreement.

See Item 5.02 of this report.

Item 3.02.  Unregistered Sales of Equity Securities.

     The shares of common stock described in Item 5.02 were not registered under
the  Securities Act of 1933 and are  restricted  securities.  The Company relied
upon the exemption  provided by Section 4(a)(2) of the Securities Act of 1933 in
connection  with the issuance of these  shares.  The person who  acquired  these
shares was a sophisticated  investor and was provided full information regarding
the Company's  business and  operations.  There was no general  solicitation  in
connection with the offer or sale of these  securities.  The person who acquired
these shares acquired them for his own account.  The  certificates  representing
these shares will bear a restricted  legend  providing  that they cannot be sold
except  pursuant to an effective  registration  statement  or an exemption  from
registration.  No  commission  was paid to any  person  in  connection  with the
issuance of these shares.

Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of
            Certain Officers.

Resignation of Maximilian de Clara

     Effective  August 31, 2016  Maximilian de Clara  resigned as an officer and
director  of  the  Company.  Mr.  de  Clara's  resignation  was  not  due to any
disagreements with the Company.

     In  consideration  for Mr. de Clara's  past  services to the  Company,  the
Company  entered into a Termination  Agreement  with Mr. de Clara which provided
for the following:

     1.   The Company  agreed to issue 650,000  restricted  shares of its common
          stock to Mr.  de  Clara.  The  first  325,000  shares  will be  issued
          promptly after August 31, 2016. Of the first 325,000  shares,  none of
          the  shares  may be sold  prior to  February  28,  2017.  Starting  on
          February 28, 2017,  each month the Company will remove the restrictive
          legend on 65,000  shares.  The second 325,000 shares will be issued on
          August 31,  2017,  but may not be sold  prior to  February  28,  2018.
          Starting on February 28, 2018,  each month the Company will remove the
          restrictive  legend on 65,000  shares.  The foregoing  procedure  will
          continue until the  restricted  legend has been removed on all 650,000
          shares.

     2.   All options held by Mr. de Clara will vest as of August 31, 2016.

     3.   Mr. de Clara's existing coverage under the Company's group health plan
          will end on August 31, 2016. However,  Mr. de Clara may be eligible to
          elect temporary continuation coverage under the Company's group health
          plan in accordance with the Consolidated Omnibus Budget Reconciliation
          Act of 1985,  as  amended  ("COBRA").  If Mr.  de Clara  elects  COBRA
          continuation  coverage,  the Company will pay for COBRA coverage (such
          payments will not include COBRA coverage with respect to the Company's

                                       2
<PAGE>

          Section 125 health care  reimbursement  plan) until February 28, 2018,
          or the  maximum  period  permitted  under COBRA if such period is less
          than eighteen  months.  If Mr. de Clara exhausts the applicable  COBRA
          period prior to February 28, 2018,  the Company will  reimburse Mr. de
          Clara  for the cost of an  individual  health  insurance  policy in an
          amount  not  to  exceed  the  amount  of  the  monthly  COBRA  premium
          previously paid by the Company.

     The  Termination  Agreement  was  approved  by the  Company's  Compensation
Commmittee.

      The foregoing description of the Termination Agreement is qualified in its
entirety by reference to the full text of the Termination Agreement attached as
an exhibit to this report.

Employment Agreements

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Geert Kersten, CEL-SCI's Chief Executive Officer. The employment agreement
with Mr. Kersten, which is essentially the same as Mr. Kersten's prior
employment agreement, as amended on August 30, 2013, provided that, during the
term of the agreement, CEL-SCI would pay Mr. Kersten an annual salary of
$559,052, plus any increases in proportion to salary increases granted to other
senior executive officers of CEL-SCI, as well any increases approved by the
Board of Directors during the period of the employment agreement.

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. The
employment agreement with Ms. Prichep, which is essentially the same as Ms.
Prichep's prior employment agreement entered into on August 30, 2013 provided
that, during the term of the agreement, CEL-SCI would pay Ms. Prichep an annual
salary of $245,804 plus any increases approved by the Board of Directors during
the period of the employment agreement.

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. The employment
agreement with Dr. Talor, which is essentially the same as Dr. Talor's prior
employment agreement entered into on August 30, 2013, provided that, during the
term of the agreement, CEL-SCI would pay Dr. Talor an annual salary of $303,453
plus any increases approved by the Board of Directors during the period of the
employment agreement.

      The employment agreements were approved by CEL-SCI's Compensation
Committee. In renewing the employment agreements with the persons mentioned
above, CEL-SCI's Compensation Committee considered various factors, including
each employee's performance in their area of responsibility, each employee's
experience in his or her position, and each employee's length of service with
CEL-SCI.

      The foregoing description of the Employment Agreements are qualified in
their entirety by reference to the full text of the Employment Agreements
attached as exhibits to this report.


                                       3


<PAGE>

Item 8.01   Other Events.

Update on Phase 3 clinical trial

     CEL-SCI's  Phase 3 head and  neck  cancer  study  objective  is to  measure
whether an improvement in overall  survival can be achieved in the patient group
that receives CEL-SCI's  investigational  drug Multikine  treatment regimen plus
the Standard of Care treatment  (SOC) vs. the group that receives the SOC alone.
This  assessment  can only be made when a certain number of deaths have occurred
in these two main comparator  groups of the study. The currently  available data
from the Clinical  Study reflect that the  accumulation  of deaths is lower than
that which was anticipated  based on reported  literature at the Phase 3 Study's
inception.  If the number of deaths  continue to be  accumulated  at the current
rate, it has been determined that it will take longer than originally planned to
complete the study. To minimize this eventuality,  CEL-SCI has decided to enroll
up to 1,273  patients  to have 1,146  evaluable  patients.  With this  increased
patient enrollment the Company expects a corresponding increase in the number of
deaths, and the study could be completed more timely.

     Under the expanded Phase 3 protocol,  the duration of the follow-up period,
and therefore  the length of the study,  will depend on how soon 392 deaths have
occurred in the two main comparator groups of the study. A difference of 6.5% in
overall  survival  in  favor  of  the  Multikine   treated  group  will  signify
superiority over treatment with SOC alone.

     Current  enrollment  in the  Phase 3 study as of  September  1, 2016 is 905
patients.   Since  the  data  generated  under  the  former  Clinical   Research
Organization  (CRO) cannot be pooled with the subsequent data, the Phase 3 study
will be considered to have  "restarted"  in October 2013,  the date the new CROs
assumed  complete  responsibility  for  the  management  of the  study.  The 125
patients  who had  been  enrolled  in the  study  before  October  2013  will be
evaluable in the Phase 3 study for safety  only.  To reach full  enrollment  the
Company will therefore enroll a further 125 patients in addition to the increase
in planned enrollment outlined above.

     The regulatory bodies of several countries have already cleared the changes
for the study. The review process in other countries  remains ongoing.  The full
implementation  of these changes will not be possible  unless the  regulators in
the countries with the top patient enrollment agree to the changes.

Arbitration Hearing

     The  Company's  arbitration  hearing,  brought by the  Company  against its
former Clinical Research Organization which previously ran the Company's Phase 3
clinical trial, has been scheduled to begin on September 26, 2016.


                                       4
<PAGE>


Item 9.01   Financial Statements and Exhibits.

Exhibit    Description
-------    -----------

10(lll)    Termination Agreement with Maximilian de Clara.

10(mmm)    Employment Agreement with Geert Kersten (2016).

10(nnn)    Employment Agreement with Patricia Prichep (2016).

10(ooo)    Employment Agreement with Eyal Talor (2016).







                                       5
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  September 1, 2016              CEL-SCI CORPORATION



                                    By: /s/ Patricia B. Prichep
                                        -------------------------------------
                                        Patricia B. Prichep
                                        Senior Vice President of Operations
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): August 31, 2016

                               CEL-SCI CORPORATION
                      ------------------------------------
             (Exact name of Registrant as specified in its charter)

      Colorado                        0-11503                  84-0916344
--------------------------      ------------------------  ---------------------
(State or other jurisdiction    (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
               -------------------------------------------------
          (Address of principal executive offices, including Zip Code)

      Registrant's telephone number, including area code: (703) 506-9460

                                       N/A
                         -----------------------------
          (Former name or former address if changed since last report)
Item 1.01.   Entry into a Material Definitive Agreement.

See Item 5.02 of this report.

Item 3.02.  Unregistered Sales of Equity Securities.

     The shares of common stock described in Item 5.02 were not registered under
the  Securities Act of 1933 and are  restricted  securities.  The Company relied
upon the exemption  provided by Section 4(a)(2) of the Securities Act of 1933 in
connection  with the issuance of these  shares.  The person who  acquired  these
shares was a sophisticated  investor and was provided full information regarding
the Company's  business and  operations.  There was no general  solicitation  in
connection with the offer or sale of these  securities.  The person who acquired
these shares acquired them for his own account.  The  certificates  representing
these shares will bear a restricted  legend  providing  that they cannot be sold
except  pursuant to an effective  registration  statement  or an exemption  from
registration.  No  commission  was paid to any  person  in  connection  with the
issuance of these shares.

Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of
            Certain Officers.

Resignation of Maximilian de Clara

     Effective  August 31, 2016  Maximilian de Clara  resigned as an officer and
director  of  the  Company.  Mr.  de  Clara's  resignation  was  not  due to any
disagreements with the Company.

     In  consideration  for Mr. de Clara's  past  services to the  Company,  the
Company  entered into a Termination  Agreement  with Mr. de Clara which provided
for the following:

     1.   The Company  agreed to issue 650,000  restricted  shares of its common
          stock to Mr.  de  Clara.  The  first  325,000  shares  will be  issued
          promptly after August 31, 2016. Of the first 325,000  shares,  none of
          the  shares  may be sold  prior to  February  28,  2017.  Starting  on
          February 28, 2017,  each month the Company will remove the restrictive
          legend on 65,000  shares.  The second 325,000 shares will be issued on
          August 31,  2017,  but may not be sold  prior to  February  28,  2018.
          Starting on February 28, 2018,  each month the Company will remove the
          restrictive  legend on 65,000  shares.  The foregoing  procedure  will
          continue until the  restricted  legend has been removed on all 650,000
          shares.

     2.   All options held by Mr. de Clara will vest as of August 31, 2016.

     3.   Mr. de Clara's existing coverage under the Company's group health plan
          will end on August 31, 2016. However,  Mr. de Clara may be eligible to
          elect temporary continuation coverage under the Company's group health
          plan in accordance with the Consolidated Omnibus Budget Reconciliation
          Act of 1985,  as  amended  ("COBRA").  If Mr.  de Clara  elects  COBRA
          continuation  coverage,  the Company will pay for COBRA coverage (such
          payments will not include COBRA coverage with respect to the Company's

                                       2
Section 125 health care  reimbursement  plan) until February 28, 2018,
          or the  maximum  period  permitted  under COBRA if such period is less
          than eighteen  months.  If Mr. de Clara exhausts the applicable  COBRA
          period prior to February 28, 2018,  the Company will  reimburse Mr. de
          Clara  for the cost of an  individual  health  insurance  policy in an
          amount  not  to  exceed  the  amount  of  the  monthly  COBRA  premium
          previously paid by the Company.

     The  Termination  Agreement  was  approved  by the  Company's  Compensation
Commmittee.

      The foregoing description of the Termination Agreement is qualified in its
entirety by reference to the full text of the Termination Agreement attached as
an exhibit to this report.

Employment Agreements

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Geert Kersten, CEL-SCI's Chief Executive Officer. The employment agreement
with Mr. Kersten, which is essentially the same as Mr. Kersten's prior
employment agreement, as amended on August 30, 2013, provided that, during the
term of the agreement, CEL-SCI would pay Mr. Kersten an annual salary of
$559,052, plus any increases in proportion to salary increases granted to other
senior executive officers of CEL-SCI, as well any increases approved by the
Board of Directors during the period of the employment agreement.

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. The
employment agreement with Ms. Prichep, which is essentially the same as Ms.
Prichep's prior employment agreement entered into on August 30, 2013 provided
that, during the term of the agreement, CEL-SCI would pay Ms. Prichep an annual
salary of $245,804 plus any increases approved by the Board of Directors during
the period of the employment agreement.

      On August 31, 2016, CEL-SCI entered into a three-year employment agreement
with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. The employment
agreement with Dr. Talor, which is essentially the same as Dr. Talor's prior
employment agreement entered into on August 30, 2013, provided that, during the
term of the agreement, CEL-SCI would pay Dr. Talor an annual salary of $303,453
plus any increases approved by the Board of Directors during the period of the
employment agreement.

      The employment agreements were approved by CEL-SCI's Compensation
Committee. In renewing the employment agreements with the persons mentioned
above, CEL-SCI's Compensation Committee considered various factors, including
each employee's performance in their area of responsibility, each employee's
experience in his or her position, and each employee's length of service with
CEL-SCI.

      The foregoing description of the Employment Agreements are qualified in
their entirety by reference to the full text of the Employment Agreements
attached as exhibits to this report.

                                       3
Item 8.01   Other Events.

Update on Phase 3 clinical trial

     CEL-SCI's  Phase 3 head and  neck  cancer  study  objective  is to  measure
whether an improvement in overall  survival can be achieved in the patient group
that receives CEL-SCI's  investigational  drug Multikine  treatment regimen plus
the Standard of Care treatment  (SOC) vs. the group that receives the SOC alone.
This  assessment  can only be made when a certain number of deaths have occurred
in these two main comparator  groups of the study. The currently  available data
from the Clinical  Study reflect that the  accumulation  of deaths is lower than
that which was anticipated  based on reported  literature at the Phase 3 Study's
inception.  If the number of deaths  continue to be  accumulated  at the current
rate, it has been determined that it will take longer than originally planned to
complete the study. To minimize this eventuality,  CEL-SCI has decided to enroll
up to 1,273  patients  to have 1,146  evaluable  patients.  With this  increased
patient enrollment the Company expects a corresponding increase in the number of
deaths, and the study could be completed more timely.

     Under the expanded Phase 3 protocol,  the duration of the follow-up period,
and therefore  the length of the study,  will depend on how soon 392 deaths have
occurred in the two main comparator groups of the study. A difference of 6.5% in
overall  survival  in  favor  of  the  Multikine   treated  group  will  signify
superiority over treatment with SOC alone.

     Current  enrollment  in the  Phase 3 study as of  September  1, 2016 is 905
patients.   Since  the  data  generated  under  the  former  Clinical   Research
Organization  (CRO) cannot be pooled with the subsequent data, the Phase 3 study
will be considered to have  "restarted"  in October 2013,  the date the new CROs
assumed  complete  responsibility  for  the  management  of the  study.  The 125
patients  who had  been  enrolled  in the  study  before  October  2013  will be
evaluable in the Phase 3 study for safety  only.  To reach full  enrollment  the
Company will therefore enroll a further 125 patients in addition to the increase
in planned enrollment outlined above.

     The regulatory bodies of several countries have already cleared the changes
for the study. The review process in other countries  remains ongoing.  The full
implementation  of these changes will not be possible  unless the  regulators in
the countries with the top patient enrollment agree to the changes.

Arbitration Hearing

     The  Company's  arbitration  hearing,  brought by the  Company  against its
former Clinical Research Organization which previously ran the Company's Phase 3
clinical trial, has been scheduled to begin on September 26, 2016.

                                       4
Item 9.01   Financial Statements and Exhibits.

Exhibit    Description
-------    -----------

10(lll)    Termination Agreement with Maximilian de Clara.

10(mmm)    Employment Agreement with Geert Kersten (2016).

10(nnn)    Employment Agreement with Patricia Prichep (2016).

10(ooo)    Employment Agreement with Eyal Talor (2016).

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  September 1, 2016              CEL-SCI CORPORATION

                                    By: /s/ Patricia B. Prichep
                                        -------------------------------------
                                        Patricia B. Prichep
                                        Senior Vice President of Operations