UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): April 30, 2017

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


        Colorado                        001-11889                 84-0916344
  ------------------------         -----------------          ---------------
(State or other jurisdiction     (Commission File No.)      (IRS Employer
      of incorporation)                                      Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 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  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17CFR 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-4(c) under the
    Exchange Act (17 CFR 240.13e-14c))

<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement.

     On  April  30,  2017,  CEL-SCI  Corporation   ("CEL-SCI")  entered  into  a
securities  purchase  agreement with an  institutional  investor whereby it sold
13,199,000   shares  of  its  common  stock  for  aggregate  gross  proceeds  of
$1,517,885, or $0.115 per share, in a registered direct offering. The closing of
the  offering is expected to take place on or about May 3, 2017,  subject to the
satisfaction of customary closing conditions.

     In a concurrent private placement,  CEL-SCI also issued to the purchaser of
CEL-SCI's common stock, referred to in the preceding paragraph, warrants (Series
KK) to purchase  9,899,250 shares of CEL-SCI's common stock. The warrants can be
exercised at a price of $0.1214 per share,  commencing six months after the date
of issuance  and ending five and a half years  after the date of  issuance.  The
warrants  and the  shares of common  stock  issuable  upon the  exercise  of the
warrants are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

     Rodman & Renshaw, a unit of H.C.  Wainwright & Co. (the "Placement Agent"),
acted as the exclusive placement agent in connection with the offering.

     The net  proceeds to CEL-SCI  from the  transaction,  after  deducting  the
placement agent's fees and expenses and CEL-SCI's  estimated  offering expenses,
are  expected to be  approximately  $1,347,000.  CEL-SCI  intends to use the net
proceeds  from the  offering  for its  clinical  trials  and  general  corporate
purposes.  CEL-SCI has not yet  determined the amount of net proceeds to be used
specifically for any of the foregoing purposes.

     The shares of common stock were offered and sold by CEL-SCI  pursuant to an
effective  shelf  registration  statement on Form S-3,  which was filed with the
Securities and Exchange  Commission (the "SEC") on July 1, 2015 and subsequently
declared  effective on October 30, 2015 (File No. 333-205444) (the "Registration
Statement"),  and the base  prospectus  dated as of October 30,  2015  contained
therein.   CEL-SCI  has  filed  a  prospectus  supplement  and  an  accompanying
prospectus with the SEC in connection with the sale of the common stock.

     CEL-SCI has agreed to pay the  Placement  Agent a cash  commission of 7% of
the gross  proceeds  raised in the  offering.  CEL-SCI  has also agreed to issue
659,950  warrants to the Placement  Agent (the "Agent  Warrants") as part of its
compensation.  The Placement Agent Warrants are subject to a 180-day lock-up and
may be exercised at any time on or after October 30, 2017 and on or before April
30,  2022 at a price of  $0.14375  per  share.  The  Placement  Agent also has a
twelve-month right of first refusal period, reimbursement of certain expenses in
the amount of up to $30,000,  indemnification and other customary provisions for
transactions of this nature.

     On May 1,  2017,  CEL-SCI  issued a press  release  announcing  that it had
priced the offering. A copy of this press release is attached as Exhibit 99.

     The engagement  agreement  entered into with the Placement Agent, the forms
of the  Securities  Purchase  Agreement  and  the  Series  KK  Warrant,  and the
Placement  Agent  Warrant are filed as exhibits to this  Current  Report on Form
8-K. The foregoing summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are incorporated herein by
reference.


                                       2
<PAGE>

Item 3.02   Unregistered Sales of Equity Securities

     The  information  contained  above in Item 1.01  related  to the  Series KK
Warrants and Placement Agent's Warrants is hereby incorporated by reference into
this Item 3.02.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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

1.1         Engagement  Agreement,  dated April 30, 2017, by and among CEL-SCI
            Corporation and Rodman & Renshaw.

4(q)        Form of Warrant (Series KK).

4(r)        Placement Agent Warrant (Series LL).

5           Opinion of Hart & Hart, LLC.

10(sss)     Securities Purchase Agreement

23          Consent of Hart & Hart, LLC

99          Press Release dated May 1, 2017.





                                       3
<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:  May 2, 2017
                                         CEL-SCI CORPORATION



                                         By:  /s/ Patricia B. Prichep
                                              -------------------------------
                                             Patricia B. Prichep
                                             Senior Vice President of Operations
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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": "17805463"}, "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, DC 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): April 30, 2017

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

        Colorado                        001-11889                 84-0916344
  ------------------------         -----------------          ---------------
(State or other jurisdiction     (Commission File No.)      (IRS Employer
      of incorporation)                                      Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 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  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17CFR 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-4(c) under the
    Exchange Act (17 CFR 240.13e-14c))
Item 1.01   Entry Into a Material Definitive Agreement.

     On  April  30,  2017,  CEL-SCI  Corporation   ("CEL-SCI")  entered  into  a
securities  purchase  agreement with an  institutional  investor whereby it sold
13,199,000   shares  of  its  common  stock  for  aggregate  gross  proceeds  of
$1,517,885, or $0.115 per share, in a registered direct offering. The closing of
the  offering is expected to take place on or about May 3, 2017,  subject to the
satisfaction of customary closing conditions.

     In a concurrent private placement,  CEL-SCI also issued to the purchaser of
CEL-SCI's common stock, referred to in the preceding paragraph, warrants (Series
KK) to purchase  9,899,250 shares of CEL-SCI's common stock. The warrants can be
exercised at a price of $0.1214 per share,  commencing six months after the date
of issuance  and ending five and a half years  after the date of  issuance.  The
warrants  and the  shares of common  stock  issuable  upon the  exercise  of the
warrants are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

     Rodman & Renshaw, a unit of H.C.  Wainwright & Co. (the "Placement Agent"),
acted as the exclusive placement agent in connection with the offering.

     The net  proceeds to CEL-SCI  from the  transaction,  after  deducting  the
placement agent's fees and expenses and CEL-SCI's  estimated  offering expenses,
are  expected to be  approximately  $1,347,000.  CEL-SCI  intends to use the net
proceeds  from the  offering  for its  clinical  trials  and  general  corporate
purposes.  CEL-SCI has not yet  determined the amount of net proceeds to be used
specifically for any of the foregoing purposes.

     The shares of common stock were offered and sold by CEL-SCI  pursuant to an
effective  shelf  registration  statement on Form S-3,  which was filed with the
Securities and Exchange  Commission (the "SEC") on July 1, 2015 and subsequently
declared  effective on October 30, 2015 (File No. 333-205444) (the "Registration
Statement"),  and the base  prospectus  dated as of October 30,  2015  contained
therein.   CEL-SCI  has  filed  a  prospectus  supplement  and  an  accompanying
prospectus with the SEC in connection with the sale of the common stock.

     CEL-SCI has agreed to pay the  Placement  Agent a cash  commission of 7% of
the gross  proceeds  raised in the  offering.  CEL-SCI  has also agreed to issue
659,950  warrants to the Placement  Agent (the "Agent  Warrants") as part of its
compensation.  The Placement Agent Warrants are subject to a 180-day lock-up and
may be exercised at any time on or after October 30, 2017 and on or before April
30,  2022 at a price of  $0.14375  per  share.  The  Placement  Agent also has a
twelve-month right of first refusal period, reimbursement of certain expenses in
the amount of up to $30,000,  indemnification and other customary provisions for
transactions of this nature.

     On May 1,  2017,  CEL-SCI  issued a press  release  announcing  that it had
priced the offering. A copy of this press release is attached as Exhibit 99.

     The engagement  agreement  entered into with the Placement Agent, the forms
of the  Securities  Purchase  Agreement  and  the  Series  KK  Warrant,  and the
Placement  Agent  Warrant are filed as exhibits to this  Current  Report on Form
8-K. The foregoing summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are incorporated herein by
reference.

                                       2
Item 3.02   Unregistered Sales of Equity Securities

     The  information  contained  above in Item 1.01  related  to the  Series KK
Warrants and Placement Agent's Warrants is hereby incorporated by reference into
this Item 3.02.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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

1.1         Engagement  Agreement,  dated April 30, 2017, by and among CEL-SCI
            Corporation and Rodman & Renshaw.

4(q)        Form of Warrant (Series KK).

4(r)        Placement Agent Warrant (Series LL).

5           Opinion of Hart & Hart, LLC.

10(sss)     Securities Purchase Agreement

23          Consent of Hart & Hart, LLC

99          Press Release dated May 1, 2017.

                                       3
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:  May 2, 2017
                                         CEL-SCI CORPORATION

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