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): June 24, 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 June 25, 2009 CEL-SCI  Corporation  sold 2,113,103  shares of its common
stock to a group of private  investors  for  $845,240  or $0.40 per  share.  The
investors  also  received  warrants  which  entitle  the  investors  to purchase
1,415,779 shares of CEL-SCI's common stock. The warrants may be exercised at any
time on or after  December  24, 2009 and on or prior to  December  24, 2014 at a
price of $0.50 per share.

      CEL-SCI agreed to pay Neidiger/Tucker/Bruner, Inc., the placement agent
for three investors who purchased 575,000 shares and 385,250 warrants, a cash
commission of $11,500.

      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(j)                Securities Purchase Agreement

         10(k)                Form of Warrant




                                       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:  June 26, 2009.

                                 CEL-SCI CORPORATION



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







                                       3

<PAGE>



                               CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS



<PAGE>
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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": "09916163"}, "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): June 24, 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 June 25, 2009 CEL-SCI  Corporation  sold 2,113,103  shares of its common
stock to a group of private  investors  for  $845,240  or $0.40 per  share.  The
investors  also  received  warrants  which  entitle  the  investors  to purchase
1,415,779 shares of CEL-SCI's common stock. The warrants may be exercised at any
time on or after  December  24, 2009 and on or prior to  December  24, 2014 at a
price of $0.50 per share.

      CEL-SCI agreed to pay Neidiger/Tucker/Bruner, Inc., the placement agent
for three investors who purchased 575,000 shares and 385,250 warrants, a cash
commission of $11,500.

      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(j)                Securities Purchase Agreement

         10(k)                Form of Warrant

                                       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:  June 26, 2009.

                                 CEL-SCI CORPORATION

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

                                       3
CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS