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): July 1, 2009


                              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

     On July 1, 2009 CEL-SCI Corporation sold 486,244 shares of its common stock
to a group of private  investors for $194,497 or $0.40 per share.  The investors
also received warrants which entitle the investors to purchase 325,783 shares of
CEL-SCI's  common  stock.  The warrants may be exercised at any time on or after
December  24, 2009 and on or prior to December  24, 2014 at a price of $0.50 per
share.

     CEL-SCI has filed with the Securities and Exchange  Commission a prospectus
supplement  to its shelf  Registration  Statement  on Form S-3  registering  the
shares of common stock and warrants sold to the private investors.


Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         10(j)                Securities Purchase Agreement

         10(k)                Form of Warrant




                                       2

<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:  July 2, 2009.

                                 CEL-SCI CORPORATION



                                 By:  /s/ Geert R. Kersten
                                      ---------------------------------
                                      Geert R. Kersten, Chief Executive
                                      Officer







                                       3

<PAGE>



                               CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS



<PAGE>
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{"company-data": {"conformed-name": "CEL SCI CORP", "cik": "0000725363", "assigned-sic": "2836", "irs-number": "840916344", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11889", "film-number": "09926889"}, "business-address": {"street1": "8229 BOONE BLVD .", "street2": "SUITE 802", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7035069460"}, "mail-address": {"street1": "8229 BOONE BLVD.", "street2": "SUITE 802", "city": "VIENNA", "state": "VA", "zip": "22182"}, "former-company": {"former-conformed-name": "INTERLEUKIN 2 INC", "date-changed": "19880317"}}
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): July 1, 2009

                              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

     On July 1, 2009 CEL-SCI Corporation sold 486,244 shares of its common stock
to a group of private  investors for $194,497 or $0.40 per share.  The investors
also received warrants which entitle the investors to purchase 325,783 shares of
CEL-SCI's  common  stock.  The warrants may be exercised at any time on or after
December  24, 2009 and on or prior to December  24, 2014 at a price of $0.50 per
share.

     CEL-SCI has filed with the Securities and Exchange  Commission a prospectus
supplement  to its shelf  Registration  Statement  on Form S-3  registering  the
shares of common stock and warrants sold to the private investors.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         10(j)                Securities Purchase Agreement

         10(k)                Form of Warrant

                                       2
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:  July 2, 2009.

                                 CEL-SCI CORPORATION

                                 By:  /s/ Geert R. Kersten
                                      ---------------------------------
                                      Geert R. Kersten, Chief Executive
                                      Officer

                                       3
CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS