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): January 25, 2012


                               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 January 25,  2012  CEL-SCI  Corporation  sold  16,000,000  shares of its
common stock to  institutional  investors for $5,760,000 or $0.36 per share. The
institutional  investors  also  received  Series H warrants  which  entitle  the
investors to purchase up to 12,000,000  shares of CEL-SCI's  common  stock.  The
Series H warrants  may be  exercised  at any time after July 31,  2012 and on or
prior to July 31, 2015 at a price of $0.50 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $403,200.

     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.

     CEL-SCI  anticipates  the  transaction  will close on or before January 31,
2012.

Item 9.01 Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         5                    Opinion of Counsel

         10(cc)               Securities  Purchase  Agreement,  together
                              with  the form of the  Series  H  warrant,
                              which  is an  exhibit  to  the  Securities
                              Purchase Agreement.

         10(dd)               Placement Agent Agreement

         23(a)                Consent of Attorneys



                                       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:  January 27, 2011             CEL-SCI CORPORATION


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

                                       3

<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": "12552417"}, "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): January 25, 2012

                               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 January 25,  2012  CEL-SCI  Corporation  sold  16,000,000  shares of its
common stock to  institutional  investors for $5,760,000 or $0.36 per share. The
institutional  investors  also  received  Series H warrants  which  entitle  the
investors to purchase up to 12,000,000  shares of CEL-SCI's  common  stock.  The
Series H warrants  may be  exercised  at any time after July 31,  2012 and on or
prior to July 31, 2015 at a price of $0.50 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $403,200.

     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.

     CEL-SCI  anticipates  the  transaction  will close on or before January 31,
2012.

Item 9.01 Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         5                    Opinion of Counsel

         10(cc)               Securities  Purchase  Agreement,  together
                              with  the form of the  Series  H  warrant,
                              which  is an  exhibit  to  the  Securities
                              Purchase Agreement.

         10(dd)               Placement Agent Agreement

         23(a)                Consent of Attorneys

                                       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:  January 27, 2011             CEL-SCI CORPORATION

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

                                       3