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 3, 2011


                               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 October 3, 2011 CEL-SCI Corporation sold 13,333,334 shares of its common
stock to a group of private  investors for  $4,000,000  or $0.30 per share.  The
investors  also  received  Series F warrants  which  entitle  the  investors  to
purchase  up to  12,000,000  shares of  CEL-SCI's  common  stock.  The  Series F
warrants  may be  exercised  at any time  prior to October 6, 2014 at a price of
$0.40 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering,  a cash  commission of $140,000,  as well as 666,667 Series G
warrants.  Each Series G warrant  entitles  the holder to purchase  one share of
CEL-SCI's common stock. The Series G warrants may be exercised at any time prior
to August 12, 2014 at a price of $0.40 per share.

     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.

     The transaction closed on October 6, 2011.

     Roth Capital  Partners served as the financial  advisor to CEL-SCI for this
transaction.

Item 9.01   Financial Statements and Exhibits

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

         5                    Opinion of Counsel

         10(aa)               Securities   Purchase   Agreement,   together
                              with  schedule required by  Instruction 2 to Item
                              601 of Regulation  S-K, and the form of the Series
                              F  warrant,  which is an exhibit to the
                              Securities Purchase Agreement.

         10(bb)               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:  October 6, 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": "111129681"}, "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 3, 2011

                               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 October 3, 2011 CEL-SCI Corporation sold 13,333,334 shares of its common
stock to a group of private  investors for  $4,000,000  or $0.30 per share.  The
investors  also  received  Series F warrants  which  entitle  the  investors  to
purchase  up to  12,000,000  shares of  CEL-SCI's  common  stock.  The  Series F
warrants  may be  exercised  at any time  prior to October 6, 2014 at a price of
$0.40 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering,  a cash  commission of $140,000,  as well as 666,667 Series G
warrants.  Each Series G warrant  entitles  the holder to purchase  one share of
CEL-SCI's common stock. The Series G warrants may be exercised at any time prior
to August 12, 2014 at a price of $0.40 per share.

     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.

     The transaction closed on October 6, 2011.

     Roth Capital  Partners served as the financial  advisor to CEL-SCI for this
transaction.

Item 9.01   Financial Statements and Exhibits

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

         5                    Opinion of Counsel

         10(aa)               Securities   Purchase   Agreement,   together
                              with  schedule required by  Instruction 2 to Item
                              601 of Regulation  S-K, and the form of the Series
                              F  warrant,  which is an exhibit to the
                              Securities Purchase Agreement.

         10(bb)               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:  October 6, 2011              CEL-SCI CORPORATION

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

                                       3