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): October 22, 2015

                               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 October 22, 2015,  CEL-SCI  Corporation (the "Company") and Dawson James
Securities,  Inc. entered into a Placement Agent Agreement (the "Placement Agent
Agreement")  whereby the Company will issue and sell up to 17,910,447  shares of
the Company's  common stock, as well as warrants to purchase up to an additional
17,910,447  shares of common  stock.  Each  share of common  stock is being sold
together  with a  warrant  for the  combined  purchase  price  of  $0.67,  minus
underwriting   commissions.   The  common  stock  and  warrants   will  separate
immediately.  The warrants are immediately exercisable and expire on October 28,
2020.  Each warrant  entitles the holder to purchase one share of the  Company's
common  stock at a price of $0.67 per share.  No market  exists for the warrants
and a market for the  warrants  is not  expected  to  develop.  The  offering is
expected to close on or about  October 28, 2015,  subject to  customary  closing
conditions.

     The net  proceeds  from the  offering,  assuming  all shares  and  warrants
offered are sold, are expected to be approximately $10,940,000,  after deducting
the underwriting commissions and estimated expenses payable by the Company.

     The  Placement  Agent   Agreement   contains   customary   representations,
warranties,  and agreements by the Company, and customary conditions to closing,
indemnification  obligations of the Company and the Placement  Agent,  including
for liabilities under the Securities Act of 1933, as amended,  other obligations
of the parties, and termination provisions. The representations,  warranties and
covenants contained in the Placement Agent Agreement were made only for purposes
of such agreement and as of specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus  Supplement  discussed  below under Item 8.01.  The  Placement  Agent
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the  Placement  Agent  Agreement  is  qualified  in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On October 22, 2015, the Company issued a press release  announcing that it
had commenced the offering.  A copy of this press release is attached as Exhibit
99.1.  October 23, 2015, the Company issued a press release  announcing  that it
had priced the  offering.  A copy of the press  release is  attached  as Exhibit
99.2.

Item 8.01   Other Events.

     On  October  23,  2015,  the  Company  filed with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the
Commission on July 8, 2014 (File No. 333-196243) (the "Registration Statement"),

                                       2
<PAGE>

pursuant to which the Company will sell up to 17,910,447 shares of the Company's
common  stock,  as well as warrants to purchase up to an  additional  17,910,447
shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated July 8, 2014 which was filed  with the  Commission  on May 23,
2014, and the Prospectus Supplement, and all documents incorporated by reference
by the foregoing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibits     Description
--------     -----------

1.1          Placement Agent Agreement dated October 22, 2015, by and among
             CEL-SCI Corporation and Dawson James Securities, Inc.

5            Opinion of Hart & Hart, LLC

10(eee)      Form of Warrant Agent Agreement

23           Consent of Hart & Hart, LLC

99.1         Press Release dated October 22, 2015.

99.2         Press Release dated October 23, 2015.

                                       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:  October 23, 2015
                                      CEL-SCI CORPORATION



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



                                       4
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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": "151173190"}, "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): October 22, 2015

                               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 October 22, 2015,  CEL-SCI  Corporation (the "Company") and Dawson James
Securities,  Inc. entered into a Placement Agent Agreement (the "Placement Agent
Agreement")  whereby the Company will issue and sell up to 17,910,447  shares of
the Company's  common stock, as well as warrants to purchase up to an additional
17,910,447  shares of common  stock.  Each  share of common  stock is being sold
together  with a  warrant  for the  combined  purchase  price  of  $0.67,  minus
underwriting   commissions.   The  common  stock  and  warrants   will  separate
immediately.  The warrants are immediately exercisable and expire on October 28,
2020.  Each warrant  entitles the holder to purchase one share of the  Company's
common  stock at a price of $0.67 per share.  No market  exists for the warrants
and a market for the  warrants  is not  expected  to  develop.  The  offering is
expected to close on or about  October 28, 2015,  subject to  customary  closing
conditions.

     The net  proceeds  from the  offering,  assuming  all shares  and  warrants
offered are sold, are expected to be approximately $10,940,000,  after deducting
the underwriting commissions and estimated expenses payable by the Company.

     The  Placement  Agent   Agreement   contains   customary   representations,
warranties,  and agreements by the Company, and customary conditions to closing,
indemnification  obligations of the Company and the Placement  Agent,  including
for liabilities under the Securities Act of 1933, as amended,  other obligations
of the parties, and termination provisions. The representations,  warranties and
covenants contained in the Placement Agent Agreement were made only for purposes
of such agreement and as of specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus  Supplement  discussed  below under Item 8.01.  The  Placement  Agent
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the  Placement  Agent  Agreement  is  qualified  in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On October 22, 2015, the Company issued a press release  announcing that it
had commenced the offering.  A copy of this press release is attached as Exhibit
99.1.  October 23, 2015, the Company issued a press release  announcing  that it
had priced the  offering.  A copy of the press  release is  attached  as Exhibit
99.2.

Item 8.01   Other Events.

     On  October  23,  2015,  the  Company  filed with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the
Commission on July 8, 2014 (File No. 333-196243) (the "Registration Statement"),

                                       2
pursuant to which the Company will sell up to 17,910,447 shares of the Company's
common  stock,  as well as warrants to purchase up to an  additional  17,910,447
shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated July 8, 2014 which was filed  with the  Commission  on May 23,
2014, and the Prospectus Supplement, and all documents incorporated by reference
by the foregoing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibits     Description
--------     -----------

1.1          Placement Agent Agreement dated October 22, 2015, by and among
             CEL-SCI Corporation and Dawson James Securities, Inc.

5            Opinion of Hart & Hart, LLC

10(eee)      Form of Warrant Agent Agreement

23           Consent of Hart & Hart, LLC

99.1         Press Release dated October 22, 2015.

99.2         Press Release dated October 23, 2015.

                                       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:  October 23, 2015
                                      CEL-SCI CORPORATION

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

                                       4