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): May 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 May 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, on a best efforts basis, up
to  20,253,164  shares of the  Company's  common  stock,  as well as warrants to
purchase up to an additional  20,253,164  shares of common stock.  Each share of
common stock is being sold  together  with a warrant for the  combined  purchase
price of $0.79, minus placement agent commissions. The common stock and warrants
will separate immediately.  The warrants are immediately  exercisable and expire
on May 28, 2020.  Each warrant  entitles the holder to purchase one share of the
Company's  common stock at a price of $0.79 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 May 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 $14,780,000,  after deducting
the placement agent 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  (and shares
underlying such warrants) in the offering is attached as Exhibit 5 hereto.

     On May 21, 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. May 22, 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 May 22, 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"),  pursuant to which the Company

                                       2
<PAGE>

will sell up to  20,253,164  shares of the Company's  common  stock,  as well as
warrants to purchase up to an additional 20,253,164 shares of common stock.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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

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

5           Opinion of Hart & Hart, LLC

10(ccc)     Form of Warrant Agent Agreement

23          Consent of Hart & Hart, LLC

99.1        Press Release dated May 21, 2015.

99.2        Press Release dated May 22, 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:  May 22, 2015
                                 CEL-SCI CORPORATION



                                 By:  /s/ Geert R. Kersten
                                      ----------------------------
                                      Geert R. Kersten
                                         Chief Executive Officer
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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": "15887712"}, "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): May 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 May 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, on a best efforts basis, up
to  20,253,164  shares of the  Company's  common  stock,  as well as warrants to
purchase up to an additional  20,253,164  shares of common stock.  Each share of
common stock is being sold  together  with a warrant for the  combined  purchase
price of $0.79, minus placement agent commissions. The common stock and warrants
will separate immediately.  The warrants are immediately  exercisable and expire
on May 28, 2020.  Each warrant  entitles the holder to purchase one share of the
Company's  common stock at a price of $0.79 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 May 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 $14,780,000,  after deducting
the placement agent 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  (and shares
underlying such warrants) in the offering is attached as Exhibit 5 hereto.

     On May 21, 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. May 22, 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 May 22, 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"),  pursuant to which the Company

                                       2
will sell up to  20,253,164  shares of the Company's  common  stock,  as well as
warrants to purchase up to an additional 20,253,164 shares of common stock.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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

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

5           Opinion of Hart & Hart, LLC

10(ccc)     Form of Warrant Agent Agreement

23          Consent of Hart & Hart, LLC

99.1        Press Release dated May 21, 2015.

99.2        Press Release dated May 22, 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:  May 22, 2015
                                 CEL-SCI CORPORATION

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