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 11, 2013

                               CEL-SCI CORPORATION
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)



     Colorado                         01-11889                  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)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   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-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<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.

     On October 11, 2013, the Underwriters exercised their over-allotment option
to purchase  2,673,913  warrants.  The Offering of the 17,826,087 shares and the
20,500,000  warrants,  which includes the 2,673,913 warrants sold as a result of
the exercise of the Underwriter's  over-allotment  option, closed on October 11,
2013. The net proceeds to the Company from the sale of the shares,  warrants and
over-allotment  warrants was approximately  $16,424,600.04,  after deducting the
underwriting discount.

     The shares and  warrants  were offered and sold  pursuant to the  Company's
existing shelf registration statement on Form S-3 (333-184094) that was declared
effective  by the  Securities  and  Exchange  Commission  on October 5, 2012,  a
Prospectus  dated October 4, 2013 and a Prospectus  Supplement  dated October 8,
2013.  The  opinion of the  Company's  counsel  regarding  the  validity  of the
warrants  sold by the Company as a result of the exercise of the  over-allotment
option is filed herewith as Exhibit 5.

     The foregoing description of the Underwriting Agreement is not complete and
is qualified  in its entirety by reference to the full text of the  Underwriting
Agreement,  a copy of which was filed as  Exhibit 1 to the  Company's  Report on
Form 8-K dated October 8, 2013, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this report:

5.       Opinion of Hart & Hart, LLC.

23       Consent of Hart & Hart, LLC.

                                       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 11, 2013

                                         CEL-SCI CORPORATION

                                      By:/s/ Geert Kersten
                                         ----------------------------------
                                         Geert Kersten, Chief Executive Officer
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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": "131148101"}, "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 11, 2013

                               CEL-SCI CORPORATION
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)

     Colorado                         01-11889                  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)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   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-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
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.

     On October 11, 2013, the Underwriters exercised their over-allotment option
to purchase  2,673,913  warrants.  The Offering of the 17,826,087 shares and the
20,500,000  warrants,  which includes the 2,673,913 warrants sold as a result of
the exercise of the Underwriter's  over-allotment  option, closed on October 11,
2013. The net proceeds to the Company from the sale of the shares,  warrants and
over-allotment  warrants was approximately  $16,424,600.04,  after deducting the
underwriting discount.

     The shares and  warrants  were offered and sold  pursuant to the  Company's
existing shelf registration statement on Form S-3 (333-184094) that was declared
effective  by the  Securities  and  Exchange  Commission  on October 5, 2012,  a
Prospectus  dated October 4, 2013 and a Prospectus  Supplement  dated October 8,
2013.  The  opinion of the  Company's  counsel  regarding  the  validity  of the
warrants  sold by the Company as a result of the exercise of the  over-allotment
option is filed herewith as Exhibit 5.

     The foregoing description of the Underwriting Agreement is not complete and
is qualified  in its entirety by reference to the full text of the  Underwriting
Agreement,  a copy of which was filed as  Exhibit 1 to the  Company's  Report on
Form 8-K dated October 8, 2013, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this report:

5.       Opinion of Hart & Hart, LLC.

23       Consent of Hart & Hart, LLC.

                                       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 11, 2013

                                         CEL-SCI CORPORATION

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