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): October 12, 2015

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



          Colorado                      01-11889               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)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

 Item 1.01  Entry into a Material Definitive Agreement.

     On  October  12,  2015  the  Company   signed  a  funding   agreement  (the
"Agreement")  with a company  established by Lake Whillans  Litigation  Finance,
LLC,  a firm  specializing  in  funding  litigation  expenses.  Pursuant  to the
Agreement,  Lake  Whillans  Vehicle I, LLC will  provide the Company  with up to
$5,000,000  in  funding  for  litigation  expenses  to support  its  $50,000,000
arbitration  claims against its former clinical research  organization  inVentiv
Health  Clinical,  LLC (f/k/a  PharmaNet LLC and PharmaNet GmbH (f/k/a PharmaNet
AG). The funding will be available to the Company if and when needed to fund the
expenses  of the  ongoing  arbitration  and will only be repaid when the Company
receives proceeds from the arbitration.

     In return for  providing  the funding  for the  litigation  expenses,  Lake
Whillans will receive:

     (i)  the repayment of all funds disbursed by Lake Whillans  pursuant to the
          Agreement;

     (ii) $5,000,000; and

     (iii) fifteen percent (15%) of the Net Proceeds;

     provided,  however, that in the event the Company settles all of its claims
against inVentiv on or prior to November 26, 2015, Lake Whillans will receive:

     (i)  the repayment of all funds disbursed by Lake Whillans  pursuant to the
          Agreement, plus

     (ii) the greater of 10% of the Proceeds or $2,500,000.

     For purpose of the Agreement:

     "Proceeds" means all monetary awards, damages, fees, recoveries, judgements
or  other  property  or  value  recovered  by or on  behalf  of the  Company  in
connection with the arbitration.

     "Net Proceeds"  means the Proceeds minus the sum of (i) the funds disbursed
by Lake Whillan pursuant to the Agreement, and (ii) $5,000,000.

     The foregoing  summary of the Agreement is qualified in all respects to the
Agreement itself which is filed as an exhibit to this report.

     The hearing on the Company claims against inVentiv is scheduled to begin on
March 1, 2016.

Item 9.01   Financial Statements Exhibits.

Number      Description

10 (ddd)    Assignment of Proceeds and Investment Agreement


                                       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:  October 16, 2015

                               CEL-SCI CORPORATION


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







                                       3



<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": "151162494"}, "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): October 12, 2015

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

          Colorado                      01-11889               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)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into a Material Definitive Agreement.

     On  October  12,  2015  the  Company   signed  a  funding   agreement  (the
"Agreement")  with a company  established by Lake Whillans  Litigation  Finance,
LLC,  a firm  specializing  in  funding  litigation  expenses.  Pursuant  to the
Agreement,  Lake  Whillans  Vehicle I, LLC will  provide the Company  with up to
$5,000,000  in  funding  for  litigation  expenses  to support  its  $50,000,000
arbitration  claims against its former clinical research  organization  inVentiv
Health  Clinical,  LLC (f/k/a  PharmaNet LLC and PharmaNet GmbH (f/k/a PharmaNet
AG). The funding will be available to the Company if and when needed to fund the
expenses  of the  ongoing  arbitration  and will only be repaid when the Company
receives proceeds from the arbitration.

     In return for  providing  the funding  for the  litigation  expenses,  Lake
Whillans will receive:

     (i)  the repayment of all funds disbursed by Lake Whillans  pursuant to the
          Agreement;

     (ii) $5,000,000; and

     (iii) fifteen percent (15%) of the Net Proceeds;

     provided,  however, that in the event the Company settles all of its claims
against inVentiv on or prior to November 26, 2015, Lake Whillans will receive:

     (i)  the repayment of all funds disbursed by Lake Whillans  pursuant to the
          Agreement, plus

     (ii) the greater of 10% of the Proceeds or $2,500,000.

     For purpose of the Agreement:

     "Proceeds" means all monetary awards, damages, fees, recoveries, judgements
or  other  property  or  value  recovered  by or on  behalf  of the  Company  in
connection with the arbitration.

     "Net Proceeds"  means the Proceeds minus the sum of (i) the funds disbursed
by Lake Whillan pursuant to the Agreement, and (ii) $5,000,000.

     The foregoing  summary of the Agreement is qualified in all respects to the
Agreement itself which is filed as an exhibit to this report.

     The hearing on the Company claims against inVentiv is scheduled to begin on
March 1, 2016.

Item 9.01   Financial Statements Exhibits.

Number      Description

10 (ddd)    Assignment of Proceeds and Investment Agreement

                                       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:  October 16, 2015

                               CEL-SCI CORPORATION

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

                                       3