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 4, 2015


                               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.  Amendment to a Material Definitive Agreement.


     In November 2007, the Company declared a dividend of one Series A Right and
one  Series  B Right,  or  collectively  the  "Rights",  for  each  share of the
Company's  common  stock which was  outstanding  on  November 9, 2007.  When the
Rights  become  exercisable,  each Series A Right will  entitle  the  registered
holder,  subject  to the terms of the Rights  Agreement,  to  purchase  from the
Company one share of the  Company's  common stock at a price equal to 20% of the
market price of the Company's  common stock on the exercise  date,  although the
price may be adjusted pursuant to the terms of the Rights Agreement.  If after a
person or group of affiliated  persons has acquired 15% or more of the Company's
common stock or following the  commencement of a tender offer for 15% or more of
the Company's  outstanding  common stock (i) the Company is acquired in a merger
or other business combination and the Company is not the surviving  corporation,
(ii) any person  consolidates  or merges with the Company and all or part of the
Company's  common  shares are  converted or exchanged  for  securities,  cash or
property of any other person, or (iii) 50% or more of the Company's consolidated
assets or earning  power are sold,  proper  provision  will be made so that each
holder  of a Series B Right  will  thereafter  have the right to  receive,  upon
payment of the exercise  price of $100 (subject to  adjustment),  that number of
shares  of  common  stock  of the  acquiring  company  which at the time of such
transaction  has a market value that is twice the exercise price of the Series B
Right.

     The description and terms of the Rights are set forth in a Rights Agreement
between the Company and Computershare Trust Company, N.A., as Rights Agent.

     Stockholders  have not been issued separate  certificates for the Rights as
the  Rights  are   represented  by  the  Company's   outstanding   common  stock
certificates.  Until the exercise  date,  the Rights  cannot be bought,  sold or
otherwise traded separately from the common stock. Certificates for common stock
carry a notation that indicates that Rights are attached to the common stock and
incorporate the terms of the Rights Agreement.

     Separate  certificates  representing the Rights will be distributed as soon
as practicable after the earliest to occur of:

     o    15  business  days  following a public  announcement  that a person or
          group of  affiliated  or  associated  persons has acquired  beneficial
          ownership of 15% or more of the Company's outstanding common stock, or

     o    15 business days (or such later date as may be determined by action of
          the Company's  board of directors  prior to such time as any person or
          group of affiliated  persons has acquired 15% or more of the Company's
          common stock)  following the  commencement  of, or  announcement of an
          intention to make, a tender offer or exchange  offer the  consummation
          of which would result in the beneficial ownership by a person or group
          of 15% or more of the Company's outstanding common stock.

     The  earlier of such  dates  described  above is called  the  "distribution
date."

                                       2
<PAGE>

     Until the  distribution  date (or earlier  redemption  or expiration of the
Rights),  the  surrender  for  transfer  of any  certificates  for common  stock
outstanding  as of the  record  date,  even  without  such  notation,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  common  stock
represented  by  such  certificate.   As  soon  as  practicable   following  the
distribution date, separate certificates evidencing the Rights will be mailed to
holders  of  record  of the  common  stock as of the  close of  business  on the
distribution  date and the separate right  certificates  alone will evidence the
Rights.

     The  holders of the Rights are not  required  to take any action  until the
Rights become exercisable. The Rights are not exercisable until the distribution
date.  Holders of the  Rights  will be  notified  that the  Rights  have  become
exercisable. At the Company's annual meeting held on June 22, 2015 the Company's
shareholders  approved the extension of the  expiration  date of the Rights.  On
September 4, 2015 the Company's  directors  extended the expiration  date of the
Rights to October 30, 2020.





                                       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:  September 10, 2015           CEL-SCI CORPORATION



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














                                       4
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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": "151100370"}, "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 4, 2015

                               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.  Amendment to a Material Definitive Agreement.

     In November 2007, the Company declared a dividend of one Series A Right and
one  Series  B Right,  or  collectively  the  "Rights",  for  each  share of the
Company's  common  stock which was  outstanding  on  November 9, 2007.  When the
Rights  become  exercisable,  each Series A Right will  entitle  the  registered
holder,  subject  to the terms of the Rights  Agreement,  to  purchase  from the
Company one share of the  Company's  common stock at a price equal to 20% of the
market price of the Company's  common stock on the exercise  date,  although the
price may be adjusted pursuant to the terms of the Rights Agreement.  If after a
person or group of affiliated  persons has acquired 15% or more of the Company's
common stock or following the  commencement of a tender offer for 15% or more of
the Company's  outstanding  common stock (i) the Company is acquired in a merger
or other business combination and the Company is not the surviving  corporation,
(ii) any person  consolidates  or merges with the Company and all or part of the
Company's  common  shares are  converted or exchanged  for  securities,  cash or
property of any other person, or (iii) 50% or more of the Company's consolidated
assets or earning  power are sold,  proper  provision  will be made so that each
holder  of a Series B Right  will  thereafter  have the right to  receive,  upon
payment of the exercise  price of $100 (subject to  adjustment),  that number of
shares  of  common  stock  of the  acquiring  company  which at the time of such
transaction  has a market value that is twice the exercise price of the Series B
Right.

     The description and terms of the Rights are set forth in a Rights Agreement
between the Company and Computershare Trust Company, N.A., as Rights Agent.

     Stockholders  have not been issued separate  certificates for the Rights as
the  Rights  are   represented  by  the  Company's   outstanding   common  stock
certificates.  Until the exercise  date,  the Rights  cannot be bought,  sold or
otherwise traded separately from the common stock. Certificates for common stock
carry a notation that indicates that Rights are attached to the common stock and
incorporate the terms of the Rights Agreement.

     Separate  certificates  representing the Rights will be distributed as soon
as practicable after the earliest to occur of:

     o    15  business  days  following a public  announcement  that a person or
          group of  affiliated  or  associated  persons has acquired  beneficial
          ownership of 15% or more of the Company's outstanding common stock, or

     o    15 business days (or such later date as may be determined by action of
          the Company's  board of directors  prior to such time as any person or
          group of affiliated  persons has acquired 15% or more of the Company's
          common stock)  following the  commencement  of, or  announcement of an
          intention to make, a tender offer or exchange  offer the  consummation
          of which would result in the beneficial ownership by a person or group
          of 15% or more of the Company's outstanding common stock.

     The  earlier of such  dates  described  above is called  the  "distribution
date."

                                       2
Until the  distribution  date (or earlier  redemption  or expiration of the
Rights),  the  surrender  for  transfer  of any  certificates  for common  stock
outstanding  as of the  record  date,  even  without  such  notation,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  common  stock
represented  by  such  certificate.   As  soon  as  practicable   following  the
distribution date, separate certificates evidencing the Rights will be mailed to
holders  of  record  of the  common  stock as of the  close of  business  on the
distribution  date and the separate right  certificates  alone will evidence the
Rights.

     The  holders of the Rights are not  required  to take any action  until the
Rights become exercisable. The Rights are not exercisable until the distribution
date.  Holders of the  Rights  will be  notified  that the  Rights  have  become
exercisable. At the Company's annual meeting held on June 22, 2015 the Company's
shareholders  approved the extension of the  expiration  date of the Rights.  On
September 4, 2015 the Company's  directors  extended the expiration  date of the
Rights to October 30, 2020.

                                       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:  September 10, 2015           CEL-SCI CORPORATION

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

                                       4