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 8, 2013

                               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 8, 2013,  CEL-SCI  Corporation (the "Company"),  Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the  "Underwriters"),  entered into
an  underwriting  agreement  (the  "Underwriting  Agreement")  to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional  17,826,087  shares of common stock. Each share of common stock is
being  sold  together  with a warrant  to  purchase  one share for the  combined
purchase  price of $1.00,  minus  underwriting  discounts and  commissions.  The
Company  has  granted the  Underwriters  an option to  purchase up to  2,673,913
additional  shares of common stock  and/or  warrants to purchase up to 2,673,913
additional  shares of common stock, for the combined purchase price of $1.00 for
one share and one warrant, minus underwriting discounts and commissions,  or the
separate purchase prices per share or warrant,  as applicable,  set forth in the
Underwriting  Agreement.  The option is exercisable,  in whole or in part, for a
period of 45 days after October 8, 2013.

     The net  proceeds  are  expected  to be  approximately  $16,300,000,  after
deducting the  underwriting  discounts and  commissions  and estimated  expenses
payable by the Company, and without exercise of the Underwriters' over-allotment
option.

     The Underwriting Agreement contains customary representations,  warranties,
and   agreements  by  the  Company,   and   customary   conditions  to  closing,
indemnification  obligations of the Company and the Underwriters,  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 Underwriting 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  Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the  terms  of the  Underwriting  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 7, 2013, the Company issued a press release  announcing  that it
had commenced the offering.  A copy of this press release is attached  hereto as
Exhibit 99.1. On October 8, 2013, the Company issued a press release  announcing
that it had priced the offering.  A copy of the press release is attached hereto
as Exhibit 99.2.

Item 8.01   Other Events.

     On  October  9,  2013,  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

                                       2
<PAGE>

Commission  on  October  5,  2012  (File  No.   333-184094)  (the  "Registration
Statement"),  pursuant  to which  the  Company  will  sell,  in an  underwritten
offering,  17,826,087  shares of the Company's common stock, as well as warrants
to purchase an additional 17,826,087 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated October 4, 2013 which was filed with the Commission on October
7,  2013  and the  Prospectus  Supplement,  and all  documents  incorporated  by
reference by the foregoing.

     This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:

     o    The  Series N  warrants  now  allow  the  holders  to  purchase  up to
          1,189,961shares  of  CEL-SCI's  common  stock at a price of $0.91  per
          share; and

     o    an  additional  764,602  shares of  common  stock  were  issued to one
          investor which participated in the August 2008 financing.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description

1.1         Underwriting Agreement dated October 8, 2013.

5           Opinion of Hart & Hart, LLC

23          Consent of Hart & Hart, LLC

99.1        Press Release dated October 7, 2013.

99.2        Press Release dated October 8, 2013.

                                       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 9, 2013
                                 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": "131144310"}, "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 8, 2013

                               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 8, 2013,  CEL-SCI  Corporation (the "Company"),  Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the  "Underwriters"),  entered into
an  underwriting  agreement  (the  "Underwriting  Agreement")  to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional  17,826,087  shares of common stock. Each share of common stock is
being  sold  together  with a warrant  to  purchase  one share for the  combined
purchase  price of $1.00,  minus  underwriting  discounts and  commissions.  The
Company  has  granted the  Underwriters  an option to  purchase up to  2,673,913
additional  shares of common stock  and/or  warrants to purchase up to 2,673,913
additional  shares of common stock, for the combined purchase price of $1.00 for
one share and one warrant, minus underwriting discounts and commissions,  or the
separate purchase prices per share or warrant,  as applicable,  set forth in the
Underwriting  Agreement.  The option is exercisable,  in whole or in part, for a
period of 45 days after October 8, 2013.

     The net  proceeds  are  expected  to be  approximately  $16,300,000,  after
deducting the  underwriting  discounts and  commissions  and estimated  expenses
payable by the Company, and without exercise of the Underwriters' over-allotment
option.

     The Underwriting Agreement contains customary representations,  warranties,
and   agreements  by  the  Company,   and   customary   conditions  to  closing,
indemnification  obligations of the Company and the Underwriters,  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 Underwriting 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  Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the  terms  of the  Underwriting  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 7, 2013, the Company issued a press release  announcing  that it
had commenced the offering.  A copy of this press release is attached  hereto as
Exhibit 99.1. On October 8, 2013, the Company issued a press release  announcing
that it had priced the offering.  A copy of the press release is attached hereto
as Exhibit 99.2.

Item 8.01   Other Events.

     On  October  9,  2013,  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

                                       2
Commission  on  October  5,  2012  (File  No.   333-184094)  (the  "Registration
Statement"),  pursuant  to which  the  Company  will  sell,  in an  underwritten
offering,  17,826,087  shares of the Company's common stock, as well as warrants
to purchase an additional 17,826,087 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated October 4, 2013 which was filed with the Commission on October
7,  2013  and the  Prospectus  Supplement,  and all  documents  incorporated  by
reference by the foregoing.

     This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:

     o    The  Series N  warrants  now  allow  the  holders  to  purchase  up to
          1,189,961shares  of  CEL-SCI's  common  stock at a price of $0.91  per
          share; and

     o    an  additional  764,602  shares of  common  stock  were  issued to one
          investor which participated in the August 2008 financing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description

1.1         Underwriting Agreement dated October 8, 2013.

5           Opinion of Hart & Hart, LLC

23          Consent of Hart & Hart, LLC

99.1        Press Release dated October 7, 2013.

99.2        Press Release dated October 8, 2013.

                                       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 9, 2013
                                 CEL-SCI CORPORATION

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