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): September 16, 2009


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



    Colorado                            0-11503                  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)



<PAGE>


Item 1.01   Entry Into a Material Definitive Agreement

      On September 16, 2009 CEL-SCI Corporation sold 14,285,715 shares of its
common stock to a group of private investors for $20,000,000 or $1.40 per share.
The investors also received Series D warrants which entitle the investors to
purchase 4,714,284 shares of CEL-SCI's common stock. The Series D warrants may
be exercised at any time prior to September 21, 2011 at a price of $1.50 per
share. The closing of the transaction is expected to close on or before
September 21, 2009.

      CEL-SCI has agreed to pay Rodman & Renshaw, LLC, the placement agent for
this offering, a cash commission of $1,000,000, as well as an expense
reimbursement of $37,500. CEL-SCI has also agreed to issue to Rodman & Renshaw
714,286 Series E warrants. Each Series E warrant will entitle the holder to
purchase one share of CEL-SCI's common stock. The Series E warrants may be
exercised at any time prior to August 12, 2014 at a price of $1.75 per share.

      CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold to the private investors.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         5                    Opinion of Counsel

         10(m)                Securities Purchase Agreement, together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K, and the form of the Series D
                              warrant, which is an exhibit to the Securities
                              Purchase Agreement.

         10(n)                Placement Agent Agreement

         23(a)                Consent of Attorneys



                                       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:  September 16, 2009                 CEL-SCI CORPORATION



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







<PAGE>



                               CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS
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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": "091074239"}, "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): September 16, 2009

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

    Colorado                            0-11503                  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)
Item 1.01   Entry Into a Material Definitive Agreement

      On September 16, 2009 CEL-SCI Corporation sold 14,285,715 shares of its
common stock to a group of private investors for $20,000,000 or $1.40 per share.
The investors also received Series D warrants which entitle the investors to
purchase 4,714,284 shares of CEL-SCI's common stock. The Series D warrants may
be exercised at any time prior to September 21, 2011 at a price of $1.50 per
share. The closing of the transaction is expected to close on or before
September 21, 2009.

      CEL-SCI has agreed to pay Rodman & Renshaw, LLC, the placement agent for
this offering, a cash commission of $1,000,000, as well as an expense
reimbursement of $37,500. CEL-SCI has also agreed to issue to Rodman & Renshaw
714,286 Series E warrants. Each Series E warrant will entitle the holder to
purchase one share of CEL-SCI's common stock. The Series E warrants may be
exercised at any time prior to August 12, 2014 at a price of $1.75 per share.

      CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold to the private investors.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         5                    Opinion of Counsel

         10(m)                Securities Purchase Agreement, together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K, and the form of the Series D
                              warrant, which is an exhibit to the Securities
                              Purchase Agreement.

         10(n)                Placement Agent Agreement

         23(a)                Consent of Attorneys

                                       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:  September 16, 2009                 CEL-SCI CORPORATION

                                   By: /s/ Geert R. Kersten
                                       --------------------------------------
                                       Geert R. Kersten, Chief Executive Officer
CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS