<SEC-DOCUMENT>0001004878-13-000313.txt : 20131011
<SEC-HEADER>0001004878-13-000313.hdr.sgml : 20131011
<ACCEPTANCE-DATETIME>20131011161026
ACCESSION NUMBER:		0001004878-13-000313
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20131011
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131011
DATE AS OF CHANGE:		20131011

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEL SCI CORP
		CENTRAL INDEX KEY:			0000725363
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				840916344
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		131148101

	BUSINESS ADDRESS:	
		STREET 1:		8229 BOONE BLVD .
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182
		BUSINESS PHONE:		7035069460

	MAIL ADDRESS:	
		STREET 1:		8229 BOONE BLVD.
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k101oct-13.txt
<DESCRIPTION>FORM 8-K ITEM 1.01
<TEXT>


                                  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 11, 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 October 8, 2013,  CEL-SCI  Corporation (the "Company"),  Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the  "Underwriters"),  entered into
an  underwriting  agreement  (the  "Underwriting  Agreement")  to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional  17,826,087  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 $1.00,  minus  underwriting  discounts and  commissions.  The
Company  has  granted the  Underwriters  an option to  purchase up to  2,673,913
additional  shares of common stock  and/or  warrants to purchase up to 2,673,913
additional  shares of common stock, for the combined purchase price of $1.00 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 is exercisable,  in whole or in part, for a
period of 45 days after October 8, 2013.

     On October 11, 2013, the Underwriters exercised their over-allotment option
to purchase  2,673,913  warrants.  The Offering of the 17,826,087 shares and the
20,500,000  warrants,  which includes the 2,673,913 warrants sold as a result of
the exercise of the Underwriter's  over-allotment  option, closed on October 11,
2013. The net proceeds to the Company from the sale of the shares,  warrants and
over-allotment  warrants was approximately  $16,424,600.04,  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 (333-184094) that was declared
effective  by the  Securities  and  Exchange  Commission  on October 5, 2012,  a
Prospectus  dated October 4, 2013 and a Prospectus  Supplement  dated October 8,
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 October 8, 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:  October 11, 2013

                                         CEL-SCI CORPORATION

                                      By:/s/ Geert Kersten
                                         ----------------------------------
                                         Geert Kersten, Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8k101exh5oct-13.txt
<DESCRIPTION>EXH. 5 OPINION LETTER
<TEXT>



                                    EXHIBIT 5


<PAGE>




                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414

                                 (303) 839-0061

                                October 11, 2013

CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia  22182


     This letter will  constitute  our opinion  upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of warrants to purchase
up to 2,673,913  shares of CEL-SCI's  common stock,  as well as shares  issuable
upon the  exercise  of the  warrants,  all as  referred  to in the  Registration
Statement  on Form S-3 (File  No.  333-184094)  filed  with the  Securities  and
Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the  Board of  Directors  of  CEL-SCI,  the  applicable  laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:

     o    the   warrants   have  been  legally   issued,   are  fully  paid  and
          non-assessable and are the binding obligations of CEL-SCI; and

     o    the shares of common stock issuable upon the exercise of the warrants,
          when the warrants are exercised in accordance  with their terms,  will
          be legally  issued and will  represent  fully paid and  non-assessable
          shares of CEL-SCI's common stock.

                                               Very truly yours,

                                               HART & HART

                                               /s/ William T. Hart

                                               William T. Hart
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>form8k101exh23oct-13.txt
<DESCRIPTION>EXH. 23 ATTORNEY CONSENT
<TEXT>



                                   EXHIBIT 23



<PAGE>

                              CONSENT OF ATTORNEYS


     Reference is made to the  Registration  Statement  of CEL-SCI  Corporation,
whereby the Company proposes to sell 2,673,913 warrants.  Reference is also made
to Exhibit 5 included as part of this 8-K Report relating to the validity of the
securities proposed to be sold.

     We hereby consent to the use of our opinion  concerning the validity of the
securities proposed to be issued and sold.



HART & HART, LLC

/s/ William T. Hart

William T. Hart
October 11, 2013
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
