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): August 6, 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 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 3.02. Unregistered Sales of Equity Securities.

     See Item 5.02 below.

Item 5.02. Departure of Directors or Certain  Officers;  Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

     Stock Awards

     On July 22, 2014 the Company's  shareholders  approved the  Company's  2014
Incentive  Stock Bonus Plan. On August 6, 2014 the Company's  board of directors
granted stock awards ("Awarded Shares") pursuant to the 2014 Plan to the persons
and in the amounts shown below.

      Grantee                          Awarded Shares (1)

      Geert Kersten                        5,800,000
      Eyal Talor                           3,100,000
      Patricia Prichep                     3,100,000
      John Cipriano                        1,600,000

(1) The Awarded  Shares (or a portion of the shares)  will only be earned  based
upon  the  achievement  of  certain   significant   milestones  leading  to  the
commercialization of the Company's Multikine technology or significant increases
in the market price of the Company's common shares.

     Upon the  achievement of the following  performance  goals, a percentage of
the Awarded  Shares will be earned by the Grantees and will no longer be subject
to being forfeited to the Company.

      i.   Upon either (a) the enrollment of 350 patients in the Phase 3 head
           and neck cancer study or (b) the closing price of a share of
           Company's common stock on the primary exchange on which such common
           stock is then traded exceeds $3.50 for ten consecutive trading days,
           each Grantee shall earn 25% of the Awarded Shares.

      ii.  Upon either (a) the full enrollment of patients in the Phase 3 head
           and neck cancer study or (b) the start of a pivotal clinical trial
           for Multikine (Leukocyte Interleukin, Injection) (the "Proprietary
           Technology") in a disease indication other than head and neck cancer
           or (c) the closing price of a share of Company common stock on the
           primary exchange on which the common stock is then traded exceeds
           $6.00 for ten consecutive trading days, each Grantee will earn 50% of
           the Awarded Shares, less any of the Awarded Shares previously earned.

      iii. Upon either (a) the end of the Phase 3 head and neck cancer study or
           any other pivotal study involving the Proprietary Technology, or (b)
           the closing price of a share of Company common stock on the primary

                                       2
<PAGE>

           exchange on which the common stock is then traded exceeds $9.00 for
           ten consecutive trading days, each Grantee will earn 75% of the
           Awarded Shares, less any of the Awarded Shares previously earned.

      iv.  Upon either (a) the filing of the first marketing application for
           any pharmaceutical based upon the Proprietary Technology in any of
           the USA, Canada, UK, Germany, France, Italy, Spain, Japan, or
           Australia, or (b) the closing price of a share of Company common
           stock on the primary exchange on which the common stock is then
           traded exceeds $12.00 for ten consecutive trading days, each Grantee
           will earn 100% of the Awarded Shares, less any of the Awarded Shares
           previously earned.

     The stock price per share will be proportionately  adjusted in the event of
any stock splits, stock dividends; recapitalizations or similar events.

      The Grantees may not sell, convey, transfer, pledge, encumber or otherwise
dispose of the Awarded Shares until the shares are earned.

     If the Grantee  has not earned any part of the Awarded  Shares as of August
6, 2017, all Awarded Shares will be forfeited and returned to the Company.

     The Grantees will forfeit and return to the Company all Awarded Shares that
have not been earned as of August 6, 2024.

     Notwithstanding  the above,  upon the  occurrence  of a Level One Change in
Control,  all Awarded Shares which have not previously been earned will vest and
all restrictions pertaining to the Awarded Shares (other than as may be provided
by applicable securities laws) which have not previously been earned will lapse.
Upon the  occurrence  of a Level Two  Change in  Control,  if during  the period
commencing  on the date that is 12 months prior to the  occurrence  of the Level
Two Change in Control  and  ending on the date that is 48 months  following  the
Level Two  Change in  Control,  the  Grantee's  employment  with the  Company is
terminated,  other than for Cause,  or the Grantee  terminates his employment on
account  of Good  Reason,  all  Awarded  Shares  will vest and all  restrictions
pertaining  to the Awarded  Shares  (other than as may be provided by applicable
securities laws) will lapse.

      (i)  A Level One Change in Control will occur upon (a) the  acquisition by
           any  individual, entity or group of  beneficial  owners  (within  the
           meaning of Rule 13d-3 of the Securities  and  Exchange  Commission)
           of 50% or more  of  either  (1) the  then outstanding  shares  of the
           common  stock of the  Company,  or (2) the  combined voting power of
           the then  outstanding  voting  securities of the Company entitled
           to vote in the election of  directors  or (b) a majority of the Board
           consisting of persons  who were not  nominated  or  appointed  in the
           first instance by the Board.

      (ii) A Level Two Change in Control will occur upon acquisition by any
           individual, entity or group of beneficial ownership (within the
           meaning of Rule 13d-3 of the Securities and Exchange Commission) of
           20% or more of either (1) the then outstanding shares of the common
           stock of the Company or (2) the combined voting power of the then
           outstanding voting securities of the Company entitled to vote in the
           election of directors.

     (iii) Cause means (a) conviction of, or pleas of nolo contendere, by the
           Grantee for a felony or dishonesty while performing his employment
           duties, (b) a Grantee's violation of any non-competition,
           non-solicitation, confidentiality or other restrictive covenant
           agreement applicable to the Grantee or (c) the Grantee's continued
           failure to materially carry out his duties as an employee which
           failure has not been cured within 30 days after the Grantee receives
           written notice of such failure.

      (iv) Good Reason means (a) a reduction in compensation (including
           benefits) of the Grantee or (b) the Grantee being assigned any duties
           which are materially inconsistent with the duties of the Grantee
           immediately prior to the occurrence of the Level Two Change in
           Control or (c) the office at which the Grantee performs his duties is
           more than 10 miles from the office at which the Grantee performed his
           duties immediately prior to the occurrence of the Level Two Change in
           Control.

     The Company  relied  upon the  exemption  provided  by Section  4(2) of the
Securities  Act of 1933 with  respect to the  issuance  of the shares  described
above.  The persons who acquired these securities were  sophisticated  investors
and  were  provided  full  information  regarding  the  Company's  business  and
operations.  There was no general  solicitation  in connection with the offer or
sale of these  securities.  The persons who acquired these  securities  acquired
them for their own accounts. The certificates  representing the shares of common
stock will bear a restricted  legend  providing  that they cannot be sold except
pursuant  to  an  effective   registration   statement  or  an  exemption   from
registration.  No  commission  or other  form of  remuneration  was given to any
person in connection with the issuance of these securities.

                                       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:  August 7, 2014               CEL-SCI CORPORATION



                                    By:/s/ Patricia B. Prichep
                                       ---------------------------------------
                                       Patricia B. Prichep
                                       Senior Vice President of Operations
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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": "141023245"}, "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): August 6, 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 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 3.02. Unregistered Sales of Equity Securities.

     See Item 5.02 below.

Item 5.02. Departure of Directors or Certain  Officers;  Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

     Stock Awards

     On July 22, 2014 the Company's  shareholders  approved the  Company's  2014
Incentive  Stock Bonus Plan. On August 6, 2014 the Company's  board of directors
granted stock awards ("Awarded Shares") pursuant to the 2014 Plan to the persons
and in the amounts shown below.

      Grantee                          Awarded Shares (1)

      Geert Kersten                        5,800,000
      Eyal Talor                           3,100,000
      Patricia Prichep                     3,100,000
      John Cipriano                        1,600,000

(1) The Awarded  Shares (or a portion of the shares)  will only be earned  based
upon  the  achievement  of  certain   significant   milestones  leading  to  the
commercialization of the Company's Multikine technology or significant increases
in the market price of the Company's common shares.

     Upon the  achievement of the following  performance  goals, a percentage of
the Awarded  Shares will be earned by the Grantees and will no longer be subject
to being forfeited to the Company.

      i.   Upon either (a) the enrollment of 350 patients in the Phase 3 head
           and neck cancer study or (b) the closing price of a share of
           Company's common stock on the primary exchange on which such common
           stock is then traded exceeds $3.50 for ten consecutive trading days,
           each Grantee shall earn 25% of the Awarded Shares.

      ii.  Upon either (a) the full enrollment of patients in the Phase 3 head
           and neck cancer study or (b) the start of a pivotal clinical trial
           for Multikine (Leukocyte Interleukin, Injection) (the "Proprietary
           Technology") in a disease indication other than head and neck cancer
           or (c) the closing price of a share of Company common stock on the
           primary exchange on which the common stock is then traded exceeds
           $6.00 for ten consecutive trading days, each Grantee will earn 50% of
           the Awarded Shares, less any of the Awarded Shares previously earned.

      iii. Upon either (a) the end of the Phase 3 head and neck cancer study or
           any other pivotal study involving the Proprietary Technology, or (b)
           the closing price of a share of Company common stock on the primary

                                       2
exchange on which the common stock is then traded exceeds $9.00 for
           ten consecutive trading days, each Grantee will earn 75% of the
           Awarded Shares, less any of the Awarded Shares previously earned.

      iv.  Upon either (a) the filing of the first marketing application for
           any pharmaceutical based upon the Proprietary Technology in any of
           the USA, Canada, UK, Germany, France, Italy, Spain, Japan, or
           Australia, or (b) the closing price of a share of Company common
           stock on the primary exchange on which the common stock is then
           traded exceeds $12.00 for ten consecutive trading days, each Grantee
           will earn 100% of the Awarded Shares, less any of the Awarded Shares
           previously earned.

     The stock price per share will be proportionately  adjusted in the event of
any stock splits, stock dividends; recapitalizations or similar events.

      The Grantees may not sell, convey, transfer, pledge, encumber or otherwise
dispose of the Awarded Shares until the shares are earned.

     If the Grantee  has not earned any part of the Awarded  Shares as of August
6, 2017, all Awarded Shares will be forfeited and returned to the Company.

     The Grantees will forfeit and return to the Company all Awarded Shares that
have not been earned as of August 6, 2024.

     Notwithstanding  the above,  upon the  occurrence  of a Level One Change in
Control,  all Awarded Shares which have not previously been earned will vest and
all restrictions pertaining to the Awarded Shares (other than as may be provided
by applicable securities laws) which have not previously been earned will lapse.
Upon the  occurrence  of a Level Two  Change in  Control,  if during  the period
commencing  on the date that is 12 months prior to the  occurrence  of the Level
Two Change in Control  and  ending on the date that is 48 months  following  the
Level Two  Change in  Control,  the  Grantee's  employment  with the  Company is
terminated,  other than for Cause,  or the Grantee  terminates his employment on
account  of Good  Reason,  all  Awarded  Shares  will vest and all  restrictions
pertaining  to the Awarded  Shares  (other than as may be provided by applicable
securities laws) will lapse.

      (i)  A Level One Change in Control will occur upon (a) the  acquisition by
           any  individual, entity or group of  beneficial  owners  (within  the
           meaning of Rule 13d-3 of the Securities  and  Exchange  Commission)
           of 50% or more  of  either  (1) the  then outstanding  shares  of the
           common  stock of the  Company,  or (2) the  combined voting power of
           the then  outstanding  voting  securities of the Company entitled
           to vote in the election of  directors  or (b) a majority of the Board
           consisting of persons  who were not  nominated  or  appointed  in the
           first instance by the Board.

      (ii) A Level Two Change in Control will occur upon acquisition by any
           individual, entity or group of beneficial ownership (within the
           meaning of Rule 13d-3 of the Securities and Exchange Commission) of
           20% or more of either (1) the then outstanding shares of the common
           stock of the Company or (2) the combined voting power of the then
           outstanding voting securities of the Company entitled to vote in the
           election of directors.

     (iii) Cause means (a) conviction of, or pleas of nolo contendere, by the
           Grantee for a felony or dishonesty while performing his employment
           duties, (b) a Grantee's violation of any non-competition,
           non-solicitation, confidentiality or other restrictive covenant
           agreement applicable to the Grantee or (c) the Grantee's continued
           failure to materially carry out his duties as an employee which
           failure has not been cured within 30 days after the Grantee receives
           written notice of such failure.

      (iv) Good Reason means (a) a reduction in compensation (including
           benefits) of the Grantee or (b) the Grantee being assigned any duties
           which are materially inconsistent with the duties of the Grantee
           immediately prior to the occurrence of the Level Two Change in
           Control or (c) the office at which the Grantee performs his duties is
           more than 10 miles from the office at which the Grantee performed his
           duties immediately prior to the occurrence of the Level Two Change in
           Control.

     The Company  relied  upon the  exemption  provided  by Section  4(2) of the
Securities  Act of 1933 with  respect to the  issuance  of the shares  described
above.  The persons who acquired these securities were  sophisticated  investors
and  were  provided  full  information  regarding  the  Company's  business  and
operations.  There was no general  solicitation  in connection with the offer or
sale of these  securities.  The persons who acquired these  securities  acquired
them for their own accounts. The certificates  representing the shares of common
stock will bear a restricted  legend  providing  that they cannot be sold except
pursuant  to  an  effective   registration   statement  or  an  exemption   from
registration.  No  commission  or other  form of  remuneration  was given to any
person in connection with the issuance of these securities.

                                       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:  August 7, 2014               CEL-SCI CORPORATION

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