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): December 23, 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 December  19,  2013,  CEL-SCI  Corporation  (the  "Company"),  Laidlaw &
Company  (UK) Ltd.  and Dawson  James  Securities,  Inc.  (the  "Underwriters"),
entered into an underwriting  agreement (the "Underwriting  Agreement") to issue
and sell 4,761,905  shares of the Company's common stock, as well as warrants to
purchase an additional  4,761,905  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 $0.63, minus underwriting  discounts and commissions.
The  Company  granted  the  Underwriters  an option to  purchase  up to  476,195
additional  shares of common  stock  and/or  warrants  to purchase up to 476,195
additional  shares of common stock, for the combined purchase price of $0.63 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 was exercisable,  in whole or in part, for a
period of 45 days after December 19, 2013.

     On December 23,  2013,  the  Underwriters  exercised  their  over-allotment
option to purchase shares of common stock and 476,190 warrants.  The Offering of
the 5,238,095  shares and the  5,238,095  warrants,  which  includes the 476,190
shares  and  warrants  sold as a result  of the  exercise  of the  Underwriter's
over-allotment  option,  closed on December  24,  2013.  The net proceeds to the
Company  from the sale of the shares,  warrants  and  over-allotment  shares and
warrants  was  approximately   $2,989,000,   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 (333-186103) that was declared
effective  by the  Securities  and Exchange  Commission  on February 28, 2013, a
Prospectus  dated December 17, 2013 and a Prospectus  Supplement  dated December
19, 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 December 19, 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:  December 24, 2013

                                      CEL-SCI CORPORATION

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



                                       3
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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": "131297233"}, "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): December 23, 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 December  19,  2013,  CEL-SCI  Corporation  (the  "Company"),  Laidlaw &
Company  (UK) Ltd.  and Dawson  James  Securities,  Inc.  (the  "Underwriters"),
entered into an underwriting  agreement (the "Underwriting  Agreement") to issue
and sell 4,761,905  shares of the Company's common stock, as well as warrants to
purchase an additional  4,761,905  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 $0.63, minus underwriting  discounts and commissions.
The  Company  granted  the  Underwriters  an option to  purchase  up to  476,195
additional  shares of common  stock  and/or  warrants  to purchase up to 476,195
additional  shares of common stock, for the combined purchase price of $0.63 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 was exercisable,  in whole or in part, for a
period of 45 days after December 19, 2013.

     On December 23,  2013,  the  Underwriters  exercised  their  over-allotment
option to purchase shares of common stock and 476,190 warrants.  The Offering of
the 5,238,095  shares and the  5,238,095  warrants,  which  includes the 476,190
shares  and  warrants  sold as a result  of the  exercise  of the  Underwriter's
over-allotment  option,  closed on December  24,  2013.  The net proceeds to the
Company  from the sale of the shares,  warrants  and  over-allotment  shares and
warrants  was  approximately   $2,989,000,   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 (333-186103) that was declared
effective  by the  Securities  and Exchange  Commission  on February 28, 2013, a
Prospectus  dated December 17, 2013 and a Prospectus  Supplement  dated December
19, 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 December 19, 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:  December 24, 2013

                                      CEL-SCI CORPORATION

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

                                       3