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): October 21, 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 2.04   Triggering Events that Accelerate or Increase a Direct Financial
            Obligation or an Obligation under an Off-Balance Sheet Arrangement

     Pursuant to a Securities  Purchase  Agreement ("SPA") dated August 4, 2006,
CEL-SCI sold Series K convertible  notes, plus Series K warrants,  to a group of
private investors for $8,300,000. The notes were subsequently paid in full.

     At the holder's option,  the Series K notes were convertible into shares of
CEL-SCI's common stock equal in number to the amount determined by dividing each
$1,000 of note principal to be converted by the conversion price. Initially, the
conversion price was $0.86.

     The  Series K  warrants  allow  the note  holders  to  purchase  shares  of
CEL-SCI's common stock,  initially at a price of $0.95 per share, at any time on
or prior to February 4, 2012.

     If CEL-SCI sold any  additional  shares of common stock,  or any securities
convertible  into common stock, at a price below the then applicable  conversion
price of the notes or the exercise price of the warrants,  the conversion  price
of the notes and the  exercise  price of the  warrants  would be  reduced to the
price at which the shares were sold or the lowest price at which the  securities
were convertible, as the case may have been.

     If the warrant exercise price was decreased, the number of shares of common
stock   issuable   upon  the   exercise  of  the  warrant   would  be  increased
proportionately.

     However,  the conversion price of the Series K notes, the exercise price of
the Series K warrants, and the shares issuable upon the exercise of the warrants
would  not be  adjusted  as the  result of shares  issued in  connection  with a
Permitted Financing,  as that term was defined in the SPA. A Permitted Financing
included  shares of common stock issued or sold in  connection  with a bona fide
licensing agreement, the primary purpose of which was not to raise cash.

     In April 2007, the conversion  price of the Series K notes and the exercise
price of the  Series K  warrants  was  reduced to $0.75 per share as a result of
shares sold by CEL-SCI below the original  conversion price of the notes and the
exercise price of the warrants.

     On March  6,  2009  CEL-SCI  entered  into a  licensing  agreement  with an
unrelated third party. In connection with the licensing agreement,  CEL-SCI sold
shares of its common stock to the third party for $0.20 per share,  a premium to
the Company's share price at the time.

     In June 2009 the  conversion  price of the Series K notes and the  exercise
price of the  Series K warrants  were  reduced to $0.40 per share as a result of
shares sold by CEL-SCI below the conversion  price of the notes and the exercise
price of the warrants.

     As previously disclosed by CEL-SCI in its public filings, one of the Series
K note holders, Iroquois Master Fund, Ltd. ("Iroquois") advised CEL-SCI that the
conversion  price of the Series K notes,  as well as the  exercise  price of the
Series K warrants,  should be $0.20  since it did not  believe  that the sale of
CEL-SCI's shares of its common stock on March 6, 2009 was a Permitted Financing.


                                       2
<PAGE>

     It is  CEL-SCI's  position  that that the shares sold on March 6, 2009 were
sold in connection  with a Permitted  Financing and did not cause a reduction in
the conversion price of the Series K notes or the exercise price of the Series K
warrants.

     On October  21,  2009  Iroquois  filed suit  against  CEL-SCI in the United
States  District Court for the Southern  District of New York. In its complaint,
alleging,  breach  of  contract,  breach  of  fiduciary  duty,  conversion,  and
negligence,  Iroquois  seeks $30  million  in actual  damages,  $90  million  in
punitive  damages,  the issuance of an additional  4,264,681 shares of CEL-SCI's
common  stock,  the  issuance of warrants  to purchase an  additional  6,460,757
shares of CEL-SCI's  common stock, and a ruling by the court that the conversion
price of the notes and the exercise price of the warrants are both $0.20.

     CEL-SCI  believes  that  Iroquois's  claims are without  merit and plans to
defend the lawsuit, denying all of Iroquois' claims.






                                       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 27, 2009           CEL-SCI CORPORATION



                                  By: /s/ Geert R. Kersten
                                      -----------------------------------------
                                      Geert R. Kersten, Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "iroquois8k10-09.txt", "secsgml_size_bytes": 6337}]
{"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": "091139779"}, "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): October 21, 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 2.04   Triggering Events that Accelerate or Increase a Direct Financial
            Obligation or an Obligation under an Off-Balance Sheet Arrangement

     Pursuant to a Securities  Purchase  Agreement ("SPA") dated August 4, 2006,
CEL-SCI sold Series K convertible  notes, plus Series K warrants,  to a group of
private investors for $8,300,000. The notes were subsequently paid in full.

     At the holder's option,  the Series K notes were convertible into shares of
CEL-SCI's common stock equal in number to the amount determined by dividing each
$1,000 of note principal to be converted by the conversion price. Initially, the
conversion price was $0.86.

     The  Series K  warrants  allow  the note  holders  to  purchase  shares  of
CEL-SCI's common stock,  initially at a price of $0.95 per share, at any time on
or prior to February 4, 2012.

     If CEL-SCI sold any  additional  shares of common stock,  or any securities
convertible  into common stock, at a price below the then applicable  conversion
price of the notes or the exercise price of the warrants,  the conversion  price
of the notes and the  exercise  price of the  warrants  would be  reduced to the
price at which the shares were sold or the lowest price at which the  securities
were convertible, as the case may have been.

     If the warrant exercise price was decreased, the number of shares of common
stock   issuable   upon  the   exercise  of  the  warrant   would  be  increased
proportionately.

     However,  the conversion price of the Series K notes, the exercise price of
the Series K warrants, and the shares issuable upon the exercise of the warrants
would  not be  adjusted  as the  result of shares  issued in  connection  with a
Permitted Financing,  as that term was defined in the SPA. A Permitted Financing
included  shares of common stock issued or sold in  connection  with a bona fide
licensing agreement, the primary purpose of which was not to raise cash.

     In April 2007, the conversion  price of the Series K notes and the exercise
price of the  Series K  warrants  was  reduced to $0.75 per share as a result of
shares sold by CEL-SCI below the original  conversion price of the notes and the
exercise price of the warrants.

     On March  6,  2009  CEL-SCI  entered  into a  licensing  agreement  with an
unrelated third party. In connection with the licensing agreement,  CEL-SCI sold
shares of its common stock to the third party for $0.20 per share,  a premium to
the Company's share price at the time.

     In June 2009 the  conversion  price of the Series K notes and the  exercise
price of the  Series K warrants  were  reduced to $0.40 per share as a result of
shares sold by CEL-SCI below the conversion  price of the notes and the exercise
price of the warrants.

     As previously disclosed by CEL-SCI in its public filings, one of the Series
K note holders, Iroquois Master Fund, Ltd. ("Iroquois") advised CEL-SCI that the
conversion  price of the Series K notes,  as well as the  exercise  price of the
Series K warrants,  should be $0.20  since it did not  believe  that the sale of
CEL-SCI's shares of its common stock on March 6, 2009 was a Permitted Financing.

                                       2
It is  CEL-SCI's  position  that that the shares sold on March 6, 2009 were
sold in connection  with a Permitted  Financing and did not cause a reduction in
the conversion price of the Series K notes or the exercise price of the Series K
warrants.

     On October  21,  2009  Iroquois  filed suit  against  CEL-SCI in the United
States  District Court for the Southern  District of New York. In its complaint,
alleging,  breach  of  contract,  breach  of  fiduciary  duty,  conversion,  and
negligence,  Iroquois  seeks $30  million  in actual  damages,  $90  million  in
punitive  damages,  the issuance of an additional  4,264,681 shares of CEL-SCI's
common  stock,  the  issuance of warrants  to purchase an  additional  6,460,757
shares of CEL-SCI's  common stock, and a ruling by the court that the conversion
price of the notes and the exercise price of the warrants are both $0.20.

     CEL-SCI  believes  that  Iroquois's  claims are without  merit and plans to
defend the lawsuit, denying all of Iroquois' claims.

                                       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 27, 2009           CEL-SCI CORPORATION

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