<SEC-DOCUMENT>0001004878-13-000367.txt : 20131224
<SEC-HEADER>0001004878-13-000367.hdr.sgml : 20131224
<ACCEPTANCE-DATETIME>20131224131602
ACCESSION NUMBER:		0001004878-13-000367
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20131223
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131224
DATE AS OF CHANGE:		20131224

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:		131297233

	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>form8kitem101dec-13.txt
<DESCRIPTION>8-K RE OVER-ALLOTMENT
<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): 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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8kitem101ex5dec-13.txt
<DESCRIPTION>OPINION OF H&H
<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

                                December 23, 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 up to 476,190 shares
of common stock,  warrants to purchase up to 476,190 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. 333-186103) (the
"Registration  Statement")  filed with the  Securities  and Exchange  Commission
declared effective by the Securities and Exchange  Commission (the "Commission")
on February 28, 2013, the prospectus included therein (the "Prospectus") and the
prospectus  supplement,  dated December 19, 2013 (the "Prospectus  Supplement"),
filed with the Commission  pursuant to Rule 424(b) of the rules and  regulations
of the Securities  Act. The Prospectus  Supplement  pertains to an  underwritten
offering (the "Offering") pursuant to the Underwriting  Agreement dated December
19,  2013  between  the  Company  and  the   underwriters   named  therein  (the
"Underwriting Agreement"). . 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 476,190 shares of common stock mentioned  above,  when sold in the
          manner described in the Registration Statement, the Prospectus and the
          Prospectus Supplement, and in accordance with the terms and conditions
          of the  Underwriting  Agreement,  have been  legally  issued and these
          shares  represent  fully paid and  non-assessable  shares of CEL-SCI's
          common stock;

     o    the warrants,  when sold in the manner  described in the  Registration
          Statement,  the  Prospectus  and  the  Prospectus  Supplement,  and in
          accordance   with  the  terms  and  conditions  of  the   Underwriting
          Agreement, have been legally issued, are fully paid and non-assessable
          and are the  binding  obligations  of CEL-SCI in  accordance  with the
          terms thereof; and

     o    the shares of common stock issuable upon the exercise of the warrants,
          when sold in the manner described in the Registration  Statement,  the
          Prospectus  and the Prospectus  Supplement and in accordance  with the
          terms and conditions of the  Underwriting  Agreement,  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>form8kitem101ex23dec-13.txt
<DESCRIPTION>CONSENT OF H&H
<TEXT>




                                   EXHIBIT 23




<PAGE>


                              CONSENT OF ATTORNEYS


     Reference is made to the  Registration  Statement  of CEL-SCI  Corporation,
whereby the Company proposes to sell 476,190 shares of its common stock, 476,190
warrants,  as well as shares of the  Company's  common stock  issuable  upon the
exercise of the  warrants.  Reference is also made to Exhibit 5 included as part
of this  Registration  Statement  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

December 23, 2013
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
