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 21, 2014

                               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 21, 2014,  CEL-SCI  Corporation (the "Company"),  sold 1,320,000
shares of the  Company's  common  stock,  as well as  warrants  to  purchase  an
additional  330,000  shares of common  stock.  For every four shares  sold,  the
Company will issue to investors in this  offering one warrant.  The warrants are
immediately  exercisable,  expire October 11, 2018 and have an exercise price of
$1.25.  The  warrants  are traded on the NYSE MKT under the symbol "CVM WS". The
shares of common stock and warrants are being sold at a combined  price of $0.76
per share and quarter  warrant,  minus sales  commission.  The common  stock and
warrants  will  separate  immediately.  The  offering is expected to close on or
about October 24, 2014, subject to customary closing conditions.

     The net  proceeds  from  the  offering  are  expected  to be  approximately
$928,000,  after  deducting the sales and  commissions  and  estimated  expenses
payable by the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus  Supplement discussed below under Item 8.01. 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 21, 2014, the Company issued a press release  announcing that it
had priced the  offering.  A copy of the press  release  is  attached  hereto as
Exhibit 99.1.

Item 8.01   Other Events.

     On  October  21,  2014,  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  will sell,  in a  registered  direct  offering,
1,320,000  shares of the Company's common stock, as well as warrants to purchase
an additional 330,000 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus dated July 8, 2014, and the Prospectus Supplement,  and all documents
incorporated by reference by the foregoing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit       Description

 4            Terms of Warrants
 5            Opinion of Hart & Hart, LLC
 23           Consent of Hart & Hart, LLC
 99.1         Press Release dated October 21, 2014.

                                       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:  October 21, 2014
                                 CEL-SCI CORPORATION



                                 By: /s/ Patricia B. Prichep
                                     ----------------------------------
                                     Patricia B. Prichep
                                     Senior Vice President of Operations
[{"type": "8-K", "sequence": "1", "filename": "form8kitem101diroffer10-14.txt", "description": "FORM 8-K ITEM 1.01", "secsgml_size_bytes": 5270}]
{"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": "141166553"}, "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 21, 2014

                               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 21, 2014,  CEL-SCI  Corporation (the "Company"),  sold 1,320,000
shares of the  Company's  common  stock,  as well as  warrants  to  purchase  an
additional  330,000  shares of common  stock.  For every four shares  sold,  the
Company will issue to investors in this  offering one warrant.  The warrants are
immediately  exercisable,  expire October 11, 2018 and have an exercise price of
$1.25.  The  warrants  are traded on the NYSE MKT under the symbol "CVM WS". The
shares of common stock and warrants are being sold at a combined  price of $0.76
per share and quarter  warrant,  minus sales  commission.  The common  stock and
warrants  will  separate  immediately.  The  offering is expected to close on or
about October 24, 2014, subject to customary closing conditions.

     The net  proceeds  from  the  offering  are  expected  to be  approximately
$928,000,  after  deducting the sales and  commissions  and  estimated  expenses
payable by the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus  Supplement discussed below under Item 8.01. 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 21, 2014, the Company issued a press release  announcing that it
had priced the  offering.  A copy of the press  release  is  attached  hereto as
Exhibit 99.1.

Item 8.01   Other Events.

     On  October  21,  2014,  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  will sell,  in a  registered  direct  offering,
1,320,000  shares of the Company's common stock, as well as warrants to purchase
an additional 330,000 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus dated July 8, 2014, and the Prospectus Supplement,  and all documents
incorporated by reference by the foregoing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit       Description

 4            Terms of Warrants
 5            Opinion of Hart & Hart, LLC
 23           Consent of Hart & Hart, LLC
 99.1         Press Release dated October 21, 2014.

                                       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:  October 21, 2014
                                 CEL-SCI CORPORATION

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