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): May 28, 2014

                               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 May 22,  2015  CEL-SCI  Corporation  (the  "Company")  and Dawson  James
Securities,  Inc.  (the  "Placement  Agent"),  entered  into an  agreement  (the
"Placement  Agency  Agreement") to issue and sell shares of the Company's common
stock, as well as warrants to purchase shares of common stock,  for the combined
purchase price of $0.79 per share and warrant.  Each warrant entitles the holder
to  purchase  one share of the  Company's  common  stock at a price of $0.79 per
share. The warrants expire on May 28, 2020.

     The offering of the 20,253,164 shares and the 20,253,164 warrants closed on
May 28,  2015.  The net  proceeds to the Company from the sale of the shares and
warrants was  approximately  $14,872,000,  after deducting the Placement Agent's
commission and offering expenses.

     The shares and  warrants  were offered and sold  pursuant to the  Company's
existing shelf registration statement on Form S-3 (333-196243) that was declared
effective  by the  Securities  and  Exchange  Commission  on  July  8,  2014,  a
Prospectus dated July 8, 2014 and a Prospectus Supplement dated May 22, 2015.

     The foregoing description of the Placement Agency Agreement is not complete
and is qualified in its entirety by reference to the full text of the  Placement
Agency Agreement, a copy of which was filed as Exhibit 1 to the Company's Report
on Form 8-K dated May 22, 2015, and is incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits.

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

10(ccc)     Warrant Agent Agreement (as amended)



                                       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:  May 28, 2015.

                                     CEL-SCI CORPORATION

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






                                       3
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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": "15897489"}, "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): May 28, 2014

                               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 May 22,  2015  CEL-SCI  Corporation  (the  "Company")  and Dawson  James
Securities,  Inc.  (the  "Placement  Agent"),  entered  into an  agreement  (the
"Placement  Agency  Agreement") to issue and sell shares of the Company's common
stock, as well as warrants to purchase shares of common stock,  for the combined
purchase price of $0.79 per share and warrant.  Each warrant entitles the holder
to  purchase  one share of the  Company's  common  stock at a price of $0.79 per
share. The warrants expire on May 28, 2020.

     The offering of the 20,253,164 shares and the 20,253,164 warrants closed on
May 28,  2015.  The net  proceeds to the Company from the sale of the shares and
warrants was  approximately  $14,872,000,  after deducting the Placement Agent's
commission and offering expenses.

     The shares and  warrants  were offered and sold  pursuant to the  Company's
existing shelf registration statement on Form S-3 (333-196243) that was declared
effective  by the  Securities  and  Exchange  Commission  on  July  8,  2014,  a
Prospectus dated July 8, 2014 and a Prospectus Supplement dated May 22, 2015.

     The foregoing description of the Placement Agency Agreement is not complete
and is qualified in its entirety by reference to the full text of the  Placement
Agency Agreement, a copy of which was filed as Exhibit 1 to the Company's Report
on Form 8-K dated May 22, 2015, and is incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits.

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

10(ccc)     Warrant Agent Agreement (as amended)

                                       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:  May 28, 2015.

                                     CEL-SCI CORPORATION

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

                                       3