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 20, 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 August 20, 2009 CEL-SCI Corporation sold 9,701,000 shares of its common
stock to a group of private investors for $4,365,450 or $0.45 per share. The
investors also received warrants which entitle the investors to purchase
4,850,500 shares of CEL-SCI's common stock. The warrants may be exercised at any
time on or after February 20, 2010 and on or prior to August 20, 2014 at a price
of $0.55 per share. The closing of the transaction is expected to close on
August 25, 2009.

      CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement
agent for this offering, a cash commission of $218,272.

      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(l)                Securities Purchase Agreement (together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K), together with the following
                              exhibits to the Securities Purchase Agreement.

                                   A.    Form of Warrant

         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:  August 20, 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": "091027829"}, "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 20, 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 August 20, 2009 CEL-SCI Corporation sold 9,701,000 shares of its common
stock to a group of private investors for $4,365,450 or $0.45 per share. The
investors also received warrants which entitle the investors to purchase
4,850,500 shares of CEL-SCI's common stock. The warrants may be exercised at any
time on or after February 20, 2010 and on or prior to August 20, 2014 at a price
of $0.55 per share. The closing of the transaction is expected to close on
August 25, 2009.

      CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement
agent for this offering, a cash commission of $218,272.

      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(l)                Securities Purchase Agreement (together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K), together with the following
                              exhibits to the Securities Purchase Agreement.

                                   A.    Form of Warrant

         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:  August 20, 2009              CEL-SCI CORPORATION

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

                                       3
CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS