<SEC-DOCUMENT>0001004878-14-000303.txt : 20140819
<SEC-HEADER>0001004878-14-000303.hdr.sgml : 20140819
<ACCEPTANCE-DATETIME>20140819174102
ACCESSION NUMBER:		0001004878-14-000303
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20140819
DATE AS OF CHANGE:		20140819
EFFECTIVENESS DATE:		20140819

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-198244
		FILM NUMBER:		141053241

	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>S-8
<SEQUENCE>1
<FILENAME>s8aug-14.txt
<DESCRIPTION>S-8 AUG. 2014
<TEXT>
     As filed with the Securities and Exchange Commission on _________, 2014

                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under The Securities Act of l933

                               CEL-SCI CORPORATION
                           --------------------------
              (Exact name of issuer as specified in its charter)

      Colorado                                     84-0916344
--------------------                        --------------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

       8229 Boone Blvd., Suite 802
            Vienna, Virginia                                 22182
     ------------------------------                        --------
(Address of Principal Executive Offices)                  (Zip Code)

                      2013 Non-Qualified Stock Option Plan
                         2014 Incentive Stock Bonus Plan
                             ----------------------
                              (Full Title of Plan)

                                Geert R. Kersten
                               CEL-SCI Corporation
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 22182
                     -------------------------------------
                     (Name and address of agent for service)

                                 (703)506-9460
                            -----------------------
         (Telephone number, including area code, of agent for service)

Copies of all  communications,  including all  communications  sent to agent for
service to:

                              William T. Hart, Esq.
                                Hart & Hart, LLC
                             l624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061


                                       1
<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed
Title of                                   maximum       maximum
securities                  Amount        offering      aggregate     Amount of
 to be                      to be          price        offering    registration
registered               registered (1)  per share (2)    price          fee
-------------------------------------------------------------------------------

Common Stock issuable
pursuant to 2013 Non-
Qualified Stock Option
Plan                       2,000,000

Common Stock issuable
pursuant to 2014
Incentive Stock Bonus
Plan                      16,000,000
                          ----------
                          18,000,000      $1.11         $19,980,000    $2,574
                          ==========      =====         ===========    ======

(1)  This  Registration  Statement also covers such additional number of shares,
     presently undeterminable, as may become issuable under the Stock Option and
     Bonus   Plans   in  the   event   of   stock   dividends,   stock   splits,
     recapitalizations  or other  changes in the  Company's  common  stock.  The
     shares subject to this  Registration  Statement are shares granted pursuant
     to the Company's Stock Option and Bonus Plans all of which may be reoffered
     in accordance with the provisions of Form S-8.

(2)  Varied,  but not  less  than  the fair  market  value on the date  that the
     options were or are granted.  Pursuant to Rule 457(g), the proposed maximum
     offering price per share and proposed maximum aggregate  offering price are
     based upon closing price of the Company's common stock on August 18, 2014.



                                       2
<PAGE>



                               CEL-SCI CORPORATION
              Cross Reference Sheet Required Pursuant to Rule 404

                                      PART I
                       INFORMATION REQUIRED IN PROSPECTUS

(NOTE:   Pursuant to instructions to Form S-8, the Prospectus described below
         is not required to be filed with this Registration Statement.)

Item
 No.   Form S-8 Caption                          Caption in Prospectus
----   ----------------                          ---------------------

  1. Plan Information

      (a)  General Plan Information             Stock Option and Bonus Plans

      (b)  Securities to be Offered             Stock Option and Bonus Plans

      (c)  Employees who may Participate        Stock Option and Bonus Plans
           in the Plan

      (d)  Purchase of Securities Pursuant      Stock Option and Bonus Plans
           to the Plan and Payment for
           Securities Offered

      (e)  Resale Restrictions                  Resale of Shares by Affiliates

      (f)  Tax Effects of Plan  Participation   Stock Option and Bonus Plans

      (g) Investment of Funds                   Not Applicable

      (h)  Withdrawal from the Plan;            Other Information Regarding
           Assignment of Interest               the Plans


      (i)  Forfeitures and Penalties            Other Information Regarding
                                                the Plans

      (j)  Charges and Deductions and           Other Information Regarding
           Liens Therefore                      the Plans

2.  Registrant Information and Employee         Available Information, Documents
    Plan Annual Information                     Incorporated by Reference


                                       3
<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference

      The following documents filed with the Commission by CEL-SCI (Commission
File No. 001-11889) are incorporated by reference into this prospectus:

(1)  Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
(2)  Report on Form 8-K filed on October 10, 2013.
(3)  Report on Form 8-K filed on October 11, 2013.
(4)  Report on Form 8-K filed on November 1, 2013.
(5)  Report on Form 8-K filed on December 19, 2013.
(6)  Report on Form 8-K filed on December 24, 2013.
(7)  Report on Form 8-K filed on April 14, 2014.
(8)  Report on Form 8-K filed on April 15, 2014.
(9)  Report on Form 8-K filed on April 18, 2014.
(10) Quarterly report on Form 10-Q for the three months ended December 31, 2013.
(11) Quarterly report on Form 10-Q for the six months ended March 31, 2014.
(12) Proxy statement relating to the annual meeting of hareholders to be held on
     July 22, 2014.
(13) Report on Form 8-K filed on July 23, 2014.
(14) Report on Form 8-K filed on August 7, 2014.
(15) Quarterly report on Form 10-Q for the nine months ended June 30, 2014.

     All documents  filed with the  Commission  by CEL-SCI  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
prospectus  and prior to the  termination of this offering shall be deemed to be
incorporated  by  reference  into  this  prospectus  and  to be a part  of  this
prospectus  from  the  date of the  filing  of  such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to  the  extent  that  a  statement  contained  in  this  prospectus  or in  any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  in this  prospectus  modifies  or  supersedes  such  statement.  Such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the time it is used by CEL-SCI to offer and sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into this prospectus.

     CEL-SCI  has  filed  with  the   Securities   and  Exchange   Commission  a
Registration  Statement  under the  Securities  Act of l933,  as  amended,  with
respect to the securities  offered by this prospectus.  This prospectus does not
contain all of the  information  set forth in the  Registration  Statement.  For
further  information with respect to CEL-SCI and such  securities,  reference is


                                       4
<PAGE>

made  to  the  Registration  Statement  and  to  the  exhibits  filed  with  the
Registration  Statement.  Statements  contained  in  this  prospectus  as to the
contents  of any  contract  or  other  documents  are  summaries  which  are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an exhibit to the  Registration  Statement,
each such  statement  being  qualified  in all respects by such  reference.  The
Registration  Statement  and  related  exhibits  may  also  be  examined  at the
Commission's internet site.

Item 4 - Description of Securities

      Not required.

Item 5 - Interests of Named Experts and Counsel

      Not Applicable.

Item 6 - Indemnification of Directors and Officers

      The Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.

Item 7 - Exemption for Registration Claimed

     With respect to any restricted  securities  reoffered or resold pursuant to
this registration  statement,  the Company relied upon the exemption provided by
Section  4(a)(2) of the  Securities  Act of 1933 in connection  with the sale of
these securities.  The persons who acquired these securities were  sophisticated
investors and were provided full  information  regarding the Company's  business
and operations.  There was no general  solicitation in connection with the offer
or sale of these  securities.  The persons who acquired the securities  acquired
them for their own accounts.



                                       5
<PAGE>

Item  8  -   Exhibits

4  - Instruments Defining Rights of
     Security Holders                       _______________________

   (a) - Common Stock                       Incorporated by reference to
                                            Exhibit  4(a) of the Company's
                                            Registration  Statements  on  Form
                                            S-l, File  Nos. 2-85547-D and
                                            33-7531.

  (b) - 2013 Non-Qualified Stock Option     _______________________
        Plan

  (c) - 2014 Incentive Stock Bonus Plan     _______________________



  5 - Opinion Regarding Legality            _______________________


 l5 - Letter Regarding Unaudited Interim
      Financial Information                 None

 23 - Consent of Independent Public         _______________________
      Accountants and Attorneys

 24 - Power of Attorney                     Included in the signature page of
                                            this Registration Statement

 99 - Additional Exhibits
    (Re-Offer Prospectus)                   _______________________

Item 9 - Undertakings

    (a) The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by Section  l0(a)(3) of the
               Securities Act of l933;

         (ii)  to reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and

         (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change in such information in the
               registration statement;

                                       6
<PAGE>
               Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section l3
               or Section l5(d) of the Securities Act of l934.

              (2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       7
<PAGE>


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Maximilian de Clara and Geert R. Kersten, or each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitutes or substitute may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of l933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vienna, State of Virginia, on August 19, 2014.

                                       CEL-SCI CORPORATION

                                       By: /s/ Maximilian de Clara
                                           ---------------------------------
                                           Maximilian de Clara, President

      Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                               Title                   Date

 /s/ Maximilian de Clara         Director and President    August 19, 2014
-------------------------
Maximilian de Clara

/s/ Geert R. Kersten             Director, Principal       August 19, 2014
-------------------------        Executive, Financial
Geert R. Kersten                 and Accounting Officer

                                 Director
-------------------------
Alexander G. Esterhazy

                                 Director
-------------------------
C. Richard Kinsolving, Ph.D.

/s/ Peter R. Young               Director                  August 19, 2014
-------------------------
Peter R. Young, Ph.D.



                                       8
<PAGE>







                           FORM S-8CEL-SCI Corporation
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22182


                                    EXHIBITS

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>s8exh4baug-14.txt
<DESCRIPTION>EXH, 4(B) - 2013 NON-QUAL. STOK OPION PLAN
<TEXT>

                                  EXHIBIT 4(b)



<PAGE>

                               CEL-SCI CORPORATION
                      2013 NON-QUALIFIED STOCK OPTION PLAN

     l. Purpose.  This Non-Qualified  Stock Option Plan (the "Plan") is intended
to  advance  the  interests  of  CEL-SCI  Corporation  (the  "Company")  and its
shareholders,   by  encouraging  and  enabling  selected  officers,   directors,
consultants  and key employees  upon whose  judgment,  initiative and effort the
Company is largely  dependent for the  successful  conduct of its  business,  to
acquire and retain a  proprietary  interest in the Company by  ownership  of its
stock.  Options  granted  under the Plan are intended to be Options which do not
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1954, as
amended (the "Code").

     2. Definitions.

         (a) "Board" means the Board of Directors of the Company.

         (b) "Committee" means the directors duly appointed to administer the
Plan.

         (c) "Common Stock" means the Company's Common Stock.

         (d) "Date of Grant" means the date on which an Option is granted under
the Plan.

         (e) "Option" means an Option granted under the Plan.

         (f) "Optionee" means a person to whom an Option, which has not expired,
has been granted under the Plan.

         (g) "Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.

     3.  Administration of Plan. The Plan shall be administered by the Company's
Board  of  Directors  or in the  alternative,  by a  committee  of  two or  more
directors  appointed by the Board (the  "Committee").  If a Committee  should be
appointed,  the Committee shall report all action taken by it to the Board.  The
Committee shall have full and final authority in its discretion,  subject to the
provisions  of the Plan, to determine  the  individuals  to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

     4. Common Stock Subject to Options.  The aggregate  number of shares of the
Company's  Common Stock which may be issued upon the exercise of Options granted
under the Plan shall not  exceed  2,000,000.  The  shares of Common  Stock to be
issued upon the  exercise  of Options may be  authorized  but  unissued  shares,


                                       1
<PAGE>

shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

         5. Participants. Options may be granted under the Plan to employees,
directors and officers, and consultants or advisors to the Company (or the
Company's subsidiaries), provided however that bona fide services shall be
rendered by such consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.

         6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:

              (a) Option Price. The Option Price per share with respect to each
Option shall be determined by the Committee.

              (b) Period of Option. The period during which each option may be
exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.

              (c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.

              (d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option; provided, however, the Committee
may, by the provisions of any Option Agreement, limit the number of shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.

              (e) Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.

              (f) Death of Optionee. In the event of the death of an Optionee,
an option theretofore granted to the Optionee shall be exercisable only (i) by
the person or persons to whom the Optionee's rights under the option shall pass
by the Optionee's will or by the laws of descent and distribution; and (ii) if
and only to the extent that the Optionee was entitled to exercise the option at
the date of death.

     7.  Reclassification,  Consolidation,  or Merger. If and to the extent that
the  number  of  issued  shares  of  Common  Stock of the  Corporation  shall be


                                       2
<PAGE>

increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

     8.  Restrictions  on Issuing  Shares.  The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

     Unless the shares of stock  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933, each optionee  shall, by accepting an option,  represent and agree,
for  himself  and  his   transferrees  by  will  or  the  laws  of  descent  and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for  investment and not for resale or  distribution.  Upon such
exercise of any portion of an option,  the person  entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange  Commission and may so notify the Company's  transfer  agent.  Such
shares may be  disposed  of by an optionee in the  following  manner  only:  (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an  applicable  exemption  from  registration  as indicated in a
written  opinion of counsel  acceptable to the Company,  or (3) in a transaction
that  meets all the  requirements  of Rule l44 of the  Securities  and  Exchange
Commission. If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission,  no such restrictions on resale shall apply,
except  in the case of  optionees  who are  directors,  officers,  or  principal
shareholders  of the Company.  Such persons may dispose of shares only by one of
the three aforesaid methods.

     9. Use of Proceeds.  The proceeds  received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate purposes.

     10. Amendment,  Suspension, and Termination of Plan. The Board of Directors
may alter, suspend, or discontinue the Plan at any time.


                                       3
<PAGE>

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate ten years after the adoption of the Plan. No Option may be
granted  during  any  suspension  or  after  the  termination  of the  Plan.  No
amendment,  suspension,  or termination of the Plan shall, without an Optionee's
consent,  alter or impair  any of the  rights or  obligations  under any  Option
theretofore granted to such Optionee under the Plan.

         11. Limitations. Every right of action by any person receiving options
pursuant to this Plan against any past, present or future member of the Board,
or any officer or employee of the Company arising out of or in connection with
this Plan shall, irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from the date of the act or
omission in respect of which such right of action arises.

         l2. Governing Law. The Plan shall be governed by the laws of the State
of Colorado.

         13. Expenses of Administration. All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the Company.



                                       4
<PAGE>



                                  EXHIBIT 4(c)


<PAGE>


                               CEL-SCI CORPORATION
                         2014 INCENTIVE STOCK BONUS PLAN

1.    Purpose

      Effective as of the Effective Date (as defined below), CEL-SCI
Corporation, (the "Company") hereby establishes the 2014 Incentive Stock Bonus
Plan (the "Plan"). The Plan enables executive officers and other employees, who
contribute significantly to the success of the Company, to participate in its
future prosperity and growth and aligns their interests with those of the
shareholders. The purpose of the Plan is to provide long term incentive for
outstanding service to the Company and its shareholders and to assist in
recruiting and retaining people of outstanding ability and initiative in
executive and management positions.

2.    Administration

      With respect to awards, the Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee").

      The Committee shall have complete authority (except as otherwise provided
herein) to interpret all provisions of the Plan and any award to determine the
terms of awards consistent with the provisions of the Plan, to prescribe the
form of instruments evidencing awards, to adopt, amend and rescind general and
special rules and regulations for its administration, and to make all other
determinations necessary or advisable for its administration of the Plan. Their
determinations shall be final and conclusive. They may act by resolution or in
any other manner permitted by law.

      Each person who is or shall have been a member of the Committee or the
Board, shall be indemnified and held harmless by the Company against any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
him or her in connection with any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reason of
any action taken in good faith under the Plan and against and from any and all
amounts paid by such person in settlement thereof with the Company's approval or
paid in satisfaction of any judgment in any such action suit or proceeding;
provided that such person shall give the Company notice of such action, suit or
proceeding and give the Company an opportunity, at its expense, to undertake the
defense of any such action, suit or proceeding.

3.    Shares Available

      The aggregate of the number of shares of common stock of the Company
("Shares") delivered by the Company in payment of awards to employees under the
Plan shall not exceed sixteen (16) million subject to adjustment as provided
herein. To the extent that any award under the Plan is forfeited the shares
subject to such awards (a) not delivered to the grantee, or (b) redelivered to
the Company, as a result thereof, shall again be available for awards under the
Plan. Shares tendered or withheld to pay tax withholding of any award hereunder
will count against the foregoing limitations and not be added back to the shares
available under the Plan. Shares available for awards may consist, in whole or
in part, of authorized and unissued shares or treasury shares.



                                       1
<PAGE>


      Awards may be made under the Plan at any time after (or subject to)
approval of the Plan by shareholders at the 2014 Annual Meeting until the
termination of the Plan in accordance with the terms hereof. Awards under the
Plan shall be evidenced by a written agreement, contract or other instrument or
document, including an electronic communication, as may from time to time be
designated by the Committee (an "Award Agreement").

      Awards made under the Plan may only be restricted shares, the vesting of
which must be subject to such significant performance criteria as shall be
determined by the Committee (the "Performance Criteria ") together with the
satisfaction of any other conditions, such as continued employment, as the
Committee may determine to be appropriate; provided, however, the limitations on
vesting set forth in this sentence need not apply in the event of a "Change in
Control" of the Company (as defined, herein ) if the Committee in its discretion
determines to include such provision in the Award Agreement. The achievement of
the Performance Criteria may not extend past a date which is more than 10 years
after the date of the grant of the award Performance Criteria will be based on
one or more of the following applied to the Company, (if applicable, such
criteria shall be determined in accordance with United States generally accepted
accounting principles (GAAP") or based upon the Company's GAAP financial
statements): (i) implementation or completion of critical projects or processes;
(ii) market price of the Company's securities; (iii) control of expenses; and
(iv) any combination of any of the foregoing.

4.    Eligibility for Awards

      Any salaried employee (including officers) of the Company who is deemed by
the Committee to be a significant employee in regard to the future growth of the
Company may be granted an award. The Committee (i) will designate the persons to
whom grants are to be made and (ii) will specify the number of restricted shares
subject to each grant.

5. Vesting upon a Change in Control

      The Committee may provide in an Award Agreement that upon the occurrence
of a Level One Change in Control, all outstanding restricted stock which is the
subject of such Award Agreement shall vest and all restrictions pertaining
thereto shall lapse and have no further force and effect, including the failure
to meet the Performance Criteria set forth in the Award Agreement.

      The Committee may provide in an Award Agreement that upon the occurrence
of a Level Two Change in Control, if during the period commencing on the date
that is 12 months prior to the occurrence of the Level Two Change in Control and
ending on the date that is 48 months following the Level Two Change in Control,
the participant's employment with the Company is terminated, other than for
Cause, or the participant terminates his employment on account of Good Reason,
all outstanding restricted stock which is the subject of such Award Agreement
shall vest and all restrictions pertaining to such awards shall lapse and have
no further force and effect Including the failure to meet the Performance
Criteria set forth in the Award Agreement.




                                       2
<PAGE>


     For purposes of the 2014 Plan:

     (i)  a Level One Change in Control shall occur upon (a)  acquisition by any
          individual,  entity  or  group of  beneficial  ownership  (within  the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended) of 50% or more of the Company's  either (1) the then
          outstanding  shares of common stock of the Company or (2) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote in the election of directors or (b) a majority of the
          Board consisting of persons who were not nominated or appointed in the
          first instance by the Board.

     (ii) a Level Two Change in Control  shall  occur  upon  acquisition  by any
          individual,  entity  or  group of  beneficial  ownership  (within  the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended) of 20% or more of the Company's  either (1) the then
          outstanding  shares of common stock of the Company or (2) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote in the election of directors.

    (iii) Cause  shall  mean  "cause" as  defined  in the  participant's  award
          agreement or written employment  agreement with the Company, or if not
          defined in any such  agreement,  "cause" shall mean (a) conviction of,
          or  pleas  of nolo  contendere  by the  participant  for a  felony  or
          dishonesty while performing his employment duties, (b) a participant's
          violation of any non-competition, non-solicitation, confidentiality or
          other restrictive  covenant agreement applicable to the participant or
          (c) the  participant's  continued  failure to materially carry out his
          duties as an employee  which failure has not been cured within 30 days
          after the participant receives written notice of such failure.

     (iv) Good Reason  shall mean (a) a  reduction  in  compensation  (including
          benefits) or (b) the  participant  being assigned any duties which are
          materially inconsistent with the duties of the participant immediately
          prior to the  occurrence of the Level Two Change in Control or (c) the
          office at which the  participant  performs  his duties is more than 10
          miles from the office at which the  participant  performed  his duties
          immediately  prior  to the  occurrence  of the  Level  Two  Change  in
          Control.

5.        Transfers

      Except as otherwise provided by the Committee, awards under the Plan are
not transferable other than by will or the laws of descent and distribution. A
transferred award will be subject to forfeiture by the transferee to the extent
that award would be subject to forfeiture by the grantee had the award not been
transferred.

6.    Adjustments

     Notwithstanding  anything to the contrary that may be contained  herein, in
the  event  of  a  reorganization,   merger,  consolidation,   reclassification,
recapitalization,   combination  or  exchange  of  shares,  stock  split,  stock
dividend,  rights offering or similar event affecting  shares of the Company the
following  shall be equitably  adjusted:  (i) the number and class of shares (a)
reserved  under  the  Plan  and  (b)  for  which  awards  may be  granted  to an



                                       3
<PAGE>



individual,and (ii) the appropriate fair market value and other price
determinations for such awards. All such determinations shall be made by the
Committee

7.    Qualified Performance-Based Awards

      The provisions of the Plan are intended to ensure that all restricted
shares granted hereunder to any individual who is or may be a "covered employee"
(within the meaning of Section 162(m)(3) of the Internal Revenue Code) qualify
for the Section 162(m) exception (the "Section 162(m) Exception") for
performance-based compensation (a "Qualified Performance-Based Award"), and all
of the awards specified in this Section 7 and the Plan shall be interpreted and
operated consistent with that intention.

      Qualified Performance-Based Awards may not be amended, nor may the
Committee exercise discretionary authority in any manner that would cause the
Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exception.

8. Forfeiture; Non-Competition Agreements.

      Notwithstanding any other provision of the Plan, except as otherwise
provided in an award agreement, if the Committee finds by a majority vote that:
(i) the grantee, before or after termination of his or her employment with the
Company committed fraud, embezzlement, theft, a felony, or proven dishonesty in
the course of his or her employment with the Company or (ii) disclosed trade
secrets or other non-public proprietary information of the Company, then any
outstanding awards which have not vested, will be forfeited. The decision of the
Committee as to the nature of a grantee's conduct for purposes of this Section 8
shall be final.

9.    General Provisions

      It shall be a condition to the obligation of the Company to deliver Shares
that the participant pay the Company such amount as it may request for the
purpose of satisfying any such tax liability. Any award under the Plan may
provide that the participant may elect, in accordance with any Committee
regulations, to pay the amount of such withholding taxes in Shares, valued for
purposes thereof at the closing price per share on the primary market on which
the shares are then traded on the day prior to the event which causes the tax
liability to be incurred.

      No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an award until a certificate or
certificates for the shares have been delivered to that person, estate or other
entity. The Plan shall not confer upon any employee any right to continue in
that capacity.

      The Plan and all determinations made and actions taken pursuant hereto, to
the extent not governed by the laws of the United States, shall be governed by
the laws of Colorado.



                                       4
<PAGE>


10.   Amendment and Termination

      The Board of Directors of the Company may alter, amend or terminate the
Plan from time to time, except that the Plan may not be materially amended
without shareholder approval if shareholder approval is required by law,
regulation or an applicable stock exchange rule. Notwithstanding the previous
sentence, the Plan may not be amended without shareholder approval to increase
the aggregate number of shares which may be issued under the Plan.

11.   Effective and Termination Dates

      The Plan will become effective if and when approved by shareholders at the
2014 Annual Meeting of Shareholders (the date of such approval the "Effective
Date"). Any employee who receives an award under the Plan will thereafter not be
eligible to receive an award under any other previously approved Company stock
plan until July 31, 2017.

      No awards shall be granted under the Plan after the date that is ten years
after the Effective Date. Awards granted before that date shall remain valid
thereafter in accordance with their terms.







                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>s8exh5aug-14.txt
<DESCRIPTION>EXH. 5 - LEGAL OPINION
<TEXT>

                                    EXHIBIT 5



<PAGE>


                                 August 19, 2014

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


     This letter will  constitute  an opinion  upon the  legality of the sale by
CEL-SCI  Corporation,  a Colorado  corporation,  of up to  18,000,000  shares of
Common Stock, all as referred to in the Registration Statement on Form S-8 filed
by the Company with the Securities and Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration  Statement. In our opinion, the Company
has duly authorized the issuance of the shares of stock mentioned above and such
shares when sold, will be legally issued, fully paid, and nonassessable.

                                      Very truly yours,

                                      HART & HART, LLC


                                      By /s/ William T. Hart
                                         -----------------------
                                         William T. Hart


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>s8exh231aug-14.txt
<DESCRIPTION>EXH 23.1 - CONSENT OF ATTORNEY
<TEXT>

                                  EXHIBIT 23.1


<PAGE>


                              CONSENT OF ATTORNEYS


      Reference is made to the Registration Statement of CEL-SCI Corporation on
Form S-8 whereby the Company proposes to sell up to 18,000,000 shares of the
Company's Common Stock. Reference is also made to Exhibit 5 included in the
Registration Statement relating to the validity of the securities proposed to be
issued and sold.

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


                                       Very Truly Yours,

                                       HART & HART LLC



                                       By  /s/ William T. Hart
                                          --------------------
                                           William T. Hart


Denver, Colorado
August 19, 2014



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>s8exh232aug-14.txt
<DESCRIPTION>EXH.23.2 - CONSENT OF ACCOUNTANT
<TEXT>


                                  EXHIBIT 23.2



<PAGE>



           Consent of Independent Registered Public Accounting Firm


CEL-SCI Corporation
Vienna, Virginia

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this Registration Statement of our reports dated December
27, 2013, relating to the financial  statements and the effectiveness of CEL-SCI
Corporation's  internal  control  over  financial  reporting  appearing  in  the
Company's Annual Report on Form 10-K for the year ended September 30, 2013.


/s/ BDO USA, LLP

Bethesda, Maryland
August 19, 2014

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>s8exh99aug-14.txt
<DESCRIPTION>EXH. 99 - RE-OFFER PROSPECTUS
<TEXT>


                                   EXHIBIT 99



<PAGE>


                               CEL-SCI CORPORATION

                                  Common Stock

      THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

      This Prospectus relates to shares (the "Shares") of common stock (the
"Common Stock") of CEL-SCI Corporation which may be issued pursuant to certain
employee compensation plans adopted by CEL-SCI. The employee compensation plans
provide for the grant, to selected employees of CEL-SCI and other persons, of
either shares of CEL-SCI's common stock or options to purchase shares of
CEL-SCI's common stock. Persons who received Shares pursuant to the Plans and
who are offering such shares to the public by means of this Prospectus are
referred to as the "Selling Shareholders".

      CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option
Plans, Stock Bonus Plans, a Stock Compensation Plan and a 2014 Incentive Stock
Bonus Plan. In some cases these plans are collectively referred to as the
"Plans". The terms and conditions of any stock grants and the terms and
conditions of any options, including the price of the shares of Common Stock
issuable on the exercise of options, are governed by the provisions of the
respective Plans and any particular agreements between CEL-SCI and the Plan
participants.

      The Selling Shareholders may offer the shares from time to time in
negotiated transactions in the over-the-counter market, at fixed prices which
may be changed from time to time, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through securities broker/dealers, and such broker/dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for whom such
broker/dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker/dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution".

     None  of  the  proceeds  from  the  sale  of  the  Shares  by  the  Selling
Shareholders  will be  received  by  CEL-SCI.  CEL-SCI  has  agreed  to bear all
expenses (other than underwriting  discounts,  selling  commissions and fees and
expenses of counsel and other advisers to the Selling Shareholders). CEL-SCI has
agreed to  indemnify  the  Selling  Shareholders  against  certain  liabilities,
including  liabilities  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                       1
<PAGE>


      The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of revenues and history of loss,
need for additional capital and need for FDA approval. See the "Risk Factors"
section of this prospectus, beginning on page 15, for additional Risk Factors.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.















               The date of this Prospectus is August __, 2014.



                                       2
<PAGE>


                              AVAILABLE INFORMATION

     CEL-SCI  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports and other  information with the Securities and Exchange  Commission (the
"Commission").  Proxy  statements,  reports  and  other  information  concerning
CEL-SCI can be inspected and copied at the Commission's  office at 100 F Street,
NE,  Washington,  D.C. 20549.  Certain  information  concerning  CEL-SCI is also
available at the Internet Web Site  maintained  by the  Securities  and Exchange
Commission at www.sec.gov.  This Prospectus does not contain all information set
forth in the  Registration  Statement of which this Prospectus  forms a part and
exhibits  thereto  which  CEL-SCI  has  filed  with  the  Commission  under  the
Securities Act and to which reference is hereby made.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The following documents filed with the Commission by CEL-SCI (Commission
File No. 001-11889) are incorporated by reference into this prospectus:


(1)  Annual  Report on Form 10-K for the fiscal year ended  September  30, 2013.
(2)  Report on Form 8-K filed on October 10, 2013.
(3)  Report on Form 8-K     filed on October  11,  2013.
(4)  Report on Form 8-K filed on  November  1, 2013.
(5)  Report on Form 8-K filed on December 19, 2013.
(6)  Report on Form 8-K filed on December 24,  2013.
(7)  Report on Form 8-K filed on April 14, 2014.
(8)  Report on Form 8-K filed on April 15,  2014.
(9)  Report on Form 8-K filed on April 18,  2014.
(10) Quarterly report on Form 10-Q for the three months ended December 31, 2013.
(11) Quarterly  report on Form 10-Q for the six months ended March 31, 2014.
(12) Proxy  statement  relating to the annual meeting of shareholders to be held
     on July 22, 2014.
(13) Report on Form 8-K filed on July 23, 2014.
(14) Report on Form 8-K filed on August 7, 2014.
(15) Quarterly  report on Form 10-Q for the nine months ended June 30, 2014.

    CEL-SCI will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into this Prospectus). Requests
should be directed to:

                               CEL-SCI Corporation
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 223l4
                                 (703) 506-9460
                              Attention: Secretary

                                       3
<PAGE>

      All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

      Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by CEL-SCI to offer and sell
securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.

      CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.



                                       4
<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE


THE COMPANY ..........................................................       6

RISK FACTORS .........................................................

COMPARATIVE SHARE DATA ...............................................      24

MARKET FOR COMMON STOCK ..............................................      30

SELLING SHAREHOLDERS .................................................      31

PLAN OF DISTRIBUTION .................................................      36

DESCRIPTION  OF   SECURITIES..........................................      38



                                       5
<PAGE>



                               PROSPECTUS SUMMARY

              THIS SUMMARY IS QUALIFIED BY THE OTHER INFORMATION
                   APPEARING ELSEWHERE IN THIS PROSPECTUS.


About CEL-SCI

      CEL-SCI is dedicated to research and development directed at improving the
treatment of cancer and other diseases by utilizing the immune system, the
body's natural defense system. Its lead investigational immunotherapy is
Multikine(R) (Leukocyte Interleukin, Injection), currently being studied in a
pivotal global Phase III clinical trial as a potential first-line treatment for
advanced primary head and neck cancer. Multikine is also being used in a Phase I
study with the Naval Medical Center, San Diego under a Cooperative Research and
Development Agreement (CRADA) in HIV/HPV co-infected men and women with
peri-anal warts. The purpose of this study is to evaluate the safety and
clinical impact of Multikine as a treatment of peri-anal warts and assess its
effect on anal intraepithelial dysplasia (AIN) in HIV/HPV co-infected men and
women.

      CEL-SCI's focus in HPV is not the development of an antiviral against HPV
in the general population. Instead it is the development of an immunotherapy to
be used in patients who are immune suppressed by diseases such as HIV and are
therefore less able or unable to control HPV and its resultant diseases. This
group of patients has no viable treatments available to them and there are, to
CEL-SCI's knowledge, no competitors at the current time. HPV is also relevant to
the head and neck cancer Phase III study since it is now known that HPV is a
cause of head and neck cancer. Multikine was shown to kill HPV in an earlier
study of HIV infected women with cervical dysplasia.

      CEL-SCI is also investigating a different peptide-based immunotherapy
(LEAPS-H1N1-DC) as a possible treatment for H1N1 hospitalized patients and as a
vaccine (CEL-2000) for Rheumatoid Arthritis (RA), which is currently in
preclinical testing, using its LEAPS technology platform. CEL-SCI recently
received a Phase I SBIR Grant from the NIH to develop LEAPS as a potential
treatment for RA with Rush University researchers.

      CEL-SCI was formed as a Colorado corporation in 1983. CEL-SCI's principal
office is located at 8229 Boone Boulevard, Suite 802, Vienna, VA 22182.
CEL-SCI's telephone number is 703-506-9460 and its web site is www.cel-sci.com.

      CEL-SCI makes its electronic filings with the Securities and Exchange
Commission (SEC), including its annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to these reports
available on its website free of charge as soon as practicable after they are
filed or furnished to the SEC.

CEL-SCI's business consists of the following:

       1)  Multikine(R) (Leukocyte Interleukin, Injection) investigational
           immunotherapy against cancer and Human Papilloma Virus (HPV);

                                       6
<PAGE>

       2)  LEAPS technology, with two investigational therapies, LEAPS-H1N1-DC
           pandemic flu treatment for hospitalized patients and CEL-2000, a
           rheumatoid arthritis treatment vaccine.

MULTIKINE


      CEL-SCI's lead investigational therapy, Multikine (Leukocyte Interleukin,
Injection), is currently being developed as a potential therapeutic agent
directed at using the immune system to produce an anti-tumor immune response.
Data from Phase I and Phase II clinical trials suggest that Multikine simulates
the activities of a healthy person's immune system, enabling it to use the
body's own anti-tumor immune response. Multikine (Leukocyte Interleukin,
Injection) is the full name of this investigational therapy, which, for
simplicity, is referred to in the remainder of this document as Multikine.
Multikine is the trademark that CEL-SCI has registered for this investigational
therapy, and this proprietary name is subject to FDA review in connection with
CEL-SCI's future anticipated regulatory submission for approval. Multikine has
not been licensed or approved for sale, barter or exchange by the FDA or any
other regulatory agency. Neither has its safety or efficacy been established for
any use.

      Multikine has been cleared by the regulators in ten countries around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients. The trial is currently
under the management of two new clinical research organizations (CROs) who are
adding 60-80 clinical centers in existing and new countries to increase the
speed of patient enrollment.

      The trial will test the hypothesis that Multikine treatment administered
prior to the current standard therapy for head and neck cancer patients
(surgical resection of the tumor and involved lymph nodes followed by
radiotherapy or radiotherapy and concurrent chemotherapy) will extend the
overall survival, enhance the local/regional control of the disease and reduce
the rate of disease progression in patients with advanced oral squamous cell
carcinoma.

      The primary clinical endpoint in CEL-SCI's ongoing Phase III clinical
trial is that a 10% improvement in overall survival in the Multikine treatment
arm, plus the current standard of care (SOC - consisting of surgery +
radiotherapy or surgery + radiochemotherapy), over that which can be achieved in
the SOC arm alone (in the well-controlled Phase III clinical trial currently
ongoing) must be achieved. Based on what is presently known about the current
survival statistics for this population, CEL-SCI believes that achievement of
this endpoint should enable CEL-SCI, subject to further consultations with FDA,
to move forward, prepare and submit a Biologic License Application to FDA for
Multikine.

      In this clinical trial Multikine is given to cancer patients first, i.e.,
prior to their receiving any conventional treatment for cancer, including
surgery, radiation and/or chemotherapy. This could be shown to be important
because conventional therapy may weaken the immune system, and may compromise
the potential effect of immunotherapy. Because Multikine is given before
conventional cancer therapy, when the immune system may be more intact, CEL-SCI
believes the possibility exists for it to have a greater likelihood of
activating an anti-tumor immune response under these conditions. This likelihood
is one of the clinical aspects being evaluated in the ongoing global Phase III
clinical trial.

                                       7
<PAGE>

      Multikine is a different kind of investigational therapy in the fight
against cancer; Multikine is a defined mixture of cytokines. It is a combination
immunotherapy, possessing both active and passive properties.

      In October 2012, and again in November 2013, in an interim review of the
safety data from the Phase III study, an Independent Data Monitoring Committee
(IDMC) raised no safety concerns. The IDMC also indicated that no safety signals
were found that would call into question the benefit/risk of continuing the
study. CEL-SCI considers the results of the IDMC review to be important since
studies have shown that up to 30% of Phase III trials fail due to safety
considerations and the IDMC's safety findings from this interim review were
similar to those reported by investigators during CEL-SCI's Phase I-II trials.
Ultimately, the decision as to whether a drug is safe is made by the FDA based
on an assessment of all of the data from a trial.

      During the early investigational phase, in Phase I and Phase II clinical
trials in over 220 subjects who received the investigational therapy Multikine
in doses of 200 to 3200 IU (international units), no serious adverse events were
reported as being expressly due to administration of this investigational
therapy, and subjects in those clinical trials and the treating physicians
reported that this investigational therapy was well tolerated in those
early-stage clinical trials. Adverse events which were reported included pain at
the injection site, local minor bleeding and edema at the injection site,
diarrhea, headache, nausea, and constipation. No "abnormal" laboratory results
were reported following Multikine treatment - other than those commonly seen by
treating physicians in this patient population - regardless of Multikine
administration. Similarly, in these early-phase clinical studies in patients,
there was no reported increased toxicity of follow-on treatments as a result of
Multikine administration. No complications following surgery (such as increased
time for wound healing) were reported. No definitive conclusions can be drawn
from these data about the safety or efficacy profile of this investigational
therapy, further research is required and the global Phase III study is ongoing
in an effort to confirm these results.

       The following is a summary of results from CEL-SCI's last Phase II study
conducted with Multikine. This study used the same treatment protocol as is
being used in CEL-SCI's Phase III study:

o     In the  final  Phase  II  clinical  study,  using  the same  dosage  and
      treatment  regimen  as is being  used in the Phase III  study,  head and
      neck cancer patients with locally  advanced primary disease who received
      the  investigational  therapy  Multikine as  first-line  investigational
      therapy  followed  by surgery  and  radiotherapy  were  reported  by the
      clinical  investigators  to have had a 63.2% overall  survival (OS) rate
      at  3.5  years  from  surgery.  This  percentage  OS was  arrived  at as
      follows:  of the 22 subjects  enrolled in this final Phase II study, the
      consent for the  survival  follow-up  portion of the study was  received
      from 19 subjects.  One subject did not consent to the follow-up  portion
      of the study.  The other 2 subjects did not have squamous cell carcinoma
      of the oral cavity and were thus not  evaluable  per the  protocol.  The
      overall survival rate of subjects receiving the investigational  therapy


                                       8
<PAGE>

      in this  study  was  compared  to the  overall  survival  rate  that was
      calculated  based upon a review of 55 clinical  trials  conducted in the
      same cancer  population  (with a total of 7,294 patients  studied),  and
      reported in the peer  reviewed  scientific  literature  between 1987 and
      2007. Review of this literature  showed an approximate  survival rate of
      47.5% at 3.5 year from  treatment.  Therefore,  the results of CEL-SCI's
      final Phase II study were  considered  to be  potentially  favorable  in
      terms  of  overall   survival   recognizing   the  limitations  of  this
      early-phase  study.  It should be noted that an earlier  investigational
      therapy  Multikine study appears to lend support to the overall survival
      findings  described  above  -Feinmesser  et al Arch  Otolaryngol.  Surg.
      2003.  However,  no definitive  conclusions can be drawn from these data
      about the potential  efficacy or safety profile of this  investigational
      therapy.  Moreover, further research is required, and these results must
      be confirmed  in the  well-controlled  Phase III clinical  trial of this
      investigational  therapy  that is  currently  in  progress.  Subject  to
      completion  of that Phase III trial and FDA's review and  acceptance  of
      CEL-SCI's  entire  data  set on this  investigational  therapy,  CEL-SCI
      believes that these  early-stage  clinical  trial  results  indicate the
      potential  for this  investigational  therapy to become a treatment  for
      advanced primary head and neck cancer.

o     Reported  average of 50%  reduction  in tumor  cells in Phase II trials:
      The clinical  investigators  who  administered  the three week Multikine
      treatment  regimen  used in  Phase  II  studies  reported  that,  as was
      determined in a controlled  pathology  study,  Multikine  administration
      appeared to have caused, on average,  the disappearance of about half of
      the cancer cells  present at surgery (as  determined  by  histopathology
      assessing the area of Stroma/Tumor  (Mean+/-  Standard Error of the Mean
      of the number of cells  counted  per  filed))  even  before the start of
      standard  therapy such as radiation  and  chemotherapy  (Timar et al JCO
      2005).

o     Reported  12%  complete  response  in the  final  Phase  II  trial:  The
      clinical   investigators  who  administered  the  three  week  Multikine
      investigational  treatment  regimen  used in the  final  Phase  II study
      reported that, as was determined in a controlled  pathology  study,  the
      tumor   apparently   was   no   longer   present   (as   determined   by
      histopathology)  in approximately 12 % of patients (2 of 17 evaluable by
      pathology).  This determination was made by three  pathologists  blinded
      to the study from the  surgical  specimen  after a three week  treatment
      with Multikine (Timar et al JCO 2005).

o     Adverse events reported in clinical trials: In clinical trials conducted
      to date with the Multikine investigational therapy, adverse events which
      have been reported by the clinical investigators as possibly or probably
      related to Multikine administration included pain at the injection site,
      local minor bleeding and edema at the injection site, diarrhea, headache,
      nausea, and constipation.

      The clinical significance of these and other data, to date, from the
multiple Multikine clinical trials is not yet known. These preliminary clinical
data do suggest the potential to demonstrate a possible improvement in the
clinical outcome for patients treated with Multikine.

     Subject to  completion  of CEL-SCI's  global  Phase III clinical  trial and
FDA's review of CEL-SCI's entire data set on this  investigational  therapy,  if
the FDA were to conclude  that the safety and  efficacy of this  investigational
therapy  is  established,  the  early-phase  clinical  data  is  encouraging  in


                                       9
<PAGE>

suggesting the potential that approximately 60-66% (2/3) of head and neck cancer
patients  with   advanced   primary   disease  could  be  candidates   for  this
investigational therapy if it were to be approved by FDA.

      CEL-SCI has an agreement with Teva Pharmaceutical Industries, Ltd., which
provides Teva with the exclusive license to market and distribute Multikine in
Israel, Turkey, and, later on added Serbia and Croatia. Pursuant to the
agreement, Teva has signed up three hospitals and enrolled patients in Israel as
part of the Phase III trial. Revenues will be divided between CEL-SCI and Teva.

      CEL-SCI has an agreement with Orient Europharma of Taiwan which provides
Orient Europharma with the exclusive marketing rights to Multikine for all
cancer indications in Taiwan, Singapore, Hong Kong, Malaysia, South Korea, the
Philippines, Australia and New Zealand. The agreement requires Orient Europharma
to fund the clinical trials needed to obtain marketing approvals in these
countries for head and neck cancer, naso-pharyngeal cancer and potentially
cervical cancer. Orient Europharma has signed up nine centers in Taiwan where it
has enrolled patients as part of the Phase III trial. Revenues will be divided
between CEL-SCI and Orient Europharma.

      CEL-SCI has a licensing agreement with Byron Biopharma LLC ("Byron") under
which CEL-SCI granted Byron an exclusive license to market and distribute
Multikine in the Republic of South Africa. Pursuant to the agreement, Byron will
be responsible for registering the product in South Africa. Once Multikine has
been approved for sale, CEL-SCI will be responsible for manufacturing the
product, while Byron will be responsible for sales in South Africa. Revenues
will be divided between CEL-SCI and Byron.

      In August 2011, CEL-SCI entered into an exclusive Sales, Marketing and
Distribution agreement with IDC-GP Pharm LLC ("IDC-GP Pharm") under which
CEL-SCI granted IDC-GP Pharm an exclusive license to market Multikine in the
countries of Argentina and Venezuela (the "Territory"). The agreement expired on
August 4, 2013 since IDC-GP Pharma did not receive regulatory approval of
Multikine in any country in the territory.

      On April 23, 2013, the CEL-SCI announced that it has replaced the clinical
research organizations (CRO) running its Phase III clinical trial. This was
necessary since the patient enrollment in the study dropped off substantially
following a takeover of the CRO which caused most of the members of the CRO's
study team to leave the CRO. CEL-SCI has hired two CRO's who will manage the
global Phase III study; Aptiv Solutions and Ergomed who are both international
leaders in managing oncology trials. Both CRO's will help CEL-SCI expand the
trial to approximately 100 clinical sites globally.

      As of August 1, 2014, the last update given by CEL-SCI, the study had
enrolled 232 patients. CEL-SCI expects to see a further increase in the number
of patients enrolled in the study at an accelerating pace as (i) the current
centers finalize all logistical issues and (ii) additional countries and centers
are added throughout the world. Full enrollment of the planned 880 patients is
expected by the end of 2015.

     In  April  2013,  CEL-SCI  entered  into a  co-development  agreement  with
Ergomed. Under the co-development  agreement,  Ergomed will contribute up to $10
million towards the study in the form of offering  discounted  clinical services
in exchange for a single digit percentage of milestone and royalty payments,  up


                                       10
<PAGE>

to a  specified  maximum  amount,  only  from  sales of  Multikine.  Ergomed,  a
privately-held firm headquartered in Europe with global operations,  has entered
into  multiple  similar  co-development  agreements,  including one with Genzyme
(purchased by Sanofi in 2011 for over $20 billion).  Ergomed will be responsible
for the  majority of the new patient  enrollment  since it has a novel model for
clinical site management to accelerate  patient  recruitment and retention.  For
example,  Ergomed has almost 25  physicians  who can  directly  call on clinical
sites to aid recruitment and retention. Some of the Ergomed physicians also have
the experience of being clinical investigators themselves. CEL-SCI believes that
this  interaction  on a physician to  physician  level is what is needed to help
increase enrollment in the Multikine study.

     CEL-SCI  estimates  the total  cash cost of the Phase III  trial,  with the
exception of the parts that will be paid by its  partners,  to be  approximately
$29.7 million after June 30, 2014.  This is in addition to  approximately  $14.9
million  which has been spent as of June 30,  2014.  This  estimate  is based on
information  currently  available  in  CEL-SCI's  contracts  with  the  Clinical
Research Organizations responsible for managing the Phase III trial. This number
can be affected by the speed of enrollment,  foreign currency exchange rates and
many other  factors,  some of which  cannot be foreseen  today.  It is therefore
possible  that the cost of the  Phase III trial  will be higher  than  currently
estimated.

      On October 7, 2013, CEL-SCI announced a Cooperative Research and
Development Agreement with the U.S. Naval Medical Center, San Diego. Pursuant to
     this  agreement,  the Naval  Medical  Center will  conduct  Human  Subjects
Institutional Review Board approved Phase I study of CEL-SCI's investigational
immunotherapy, Multikine, in HIV/HPV co-infected men and women with peri-anal
warts. Anal and genital warts are commonly associated with the Human Papilloma
Virus, the most common sexually transmitted disease. Men and women with a
history of anogenital warts have a 30 fold increased risk of anal cancer.
Persistent HPV infection in the anal region is thought to be responsible for up
to 80% of anal cancers. HPV is a significant health problem in the HIV infected
population as individuals are living longer as a result of greatly improved HIV
medications.

     The purpose of this study is to evaluate the safety and clinical  impact of
Multikine  as a  treatment  of  peri-anal  warts and  assess  its effect on anal
intraepithelial dysplasia (AIN) in HIV/HPV co-infected men and women.

      CEL-SCI will contribute the investigational study drug Multikine, will
retain all rights to any currently owned technology, and will have the right to
exclusively license any new technology developed from the collaboration.

     Multikine will be given to the HIV/HPV co-infected  patients with peri-anal
warts since  promising early results were seen in another  Institutional  Review
Board approved  Multikine Phase I study conducted at the University of Maryland.
In  this  study,   investigational   therapy  Multikine  was  given  to  HIV/HPV
co-infected women with cervical  dysplasia  resulting in visual and histological
evidence of clearance of lesions.  Furthermore,  elimination  of a number of HPV
strains was determined by in situ  polymerase  chain reaction (PCR) performed on
tissue biopsy collected before and after Multikine treatment. As reported by the
investigators  in the  earlier  study,  the study  volunteers  all  appeared  to
tolerate the treatment with no reported serious adverse events.

                                       11
<PAGE>

      The treatment regimen for the study of up to 15 HIV/HPV co-infected
patient volunteers with peri-anal warts to be conducted by the Naval Medical
Center will be identical to the regimen that was used in the earlier Multikine
cervical study in HIV/HPV co-infected patients.

      In October 2013, CEL-SCI entered into a co-development and profit sharing
agreement with Ergomed for Multikine in HIV/HPV co-infected men and women with
peri-anal warts. This agreement will initially be in support of the development
with the U.S. Navy. Ergomed will assume up to $3 million in clinical and
regulatory costs.

      Also in October 2013, CEL-SCI entered into a co-development and profit
sharing agreement with Ergomed for Multikine in HIV/HPV co-infected women with
cervical dysplasia. Human Papilloma Virus (HPV) is the most common sexually
transmitted disease. HPV is a significant health problem in the HIV infected
population as individuals are living longer as a result of greatly improved HIV
medications. People living with HIV and others with compromised immunity are
more at risk for HPV-related complications. Persistent HPV infection can also be
a precursor to cervical cancer. Ergomed will assume up to $3 million in clinical
and regulatory costs.

      CEL-SCI's focus in HPV is not the development of an antiviral against HPV
in the general population. Instead it is the development of an immunotherapy to
be used in patients who are immune suppressed by diseases such as HIV and are
therefore less able or unable to control HPV and its resultant diseases. This
group of patients has no viable treatments available to them and there are, to
CEL-SCI's knowledge, no competitors at the current time. HPV is also relevant to
the head and neck cancer Phase III study since it is now known that HPV is a
cause of head and neck cancer. Multikine was shown to kill HPV in an earlier
study of HIV infected women with cervical dysplasia.

Manufacturing Facility

      Before starting the Phase III trial, CEL-SCI needed to build a dedicated
manufacturing facility to produce Multikine. This facility has been completed
and validated, and has produced several clinical lots for the Phase III clinical
trial. The facility has also passed review by a European Qualified Person on two
different occasions.

      CEL-SCI completed validation of its new manufacturing facility in January
2010. The state-of-the-art facility is being used to manufacture Multikine for
CEL-SCI's Phase III clinical trial. In addition to using this facility to
manufacture Multikine, CEL-SCI, only if the facility is not being used for
Multikine, may offer the use of the facility as a service to pharmaceutical
companies and others, particularly those that need to "fill and finish" their
drugs in a cold environment (4 degrees Celsius, or approximately 39 degrees
Fahrenheit). However, priority will always be given to Multikine as management
considers the Multikine supply to the clinical studies and preparation for a
final marketing approval to be more important than offering fill and finish
services. Fill and finish is the process of filling injectable drugs in a
sterile manner and is a key part of the manufacturing process for many
medicines.


                                       12
<PAGE>


LEAPS

      CEL-SCI's patented T-cell Modulation Process, referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune response. LEAPS is designed to stimulate the human
immune system to more effectively fight bacterial, viral and parasitic
infections as well as autoimmune, allergies, transplantation rejection and
cancer, when it cannot do so on its own. Administered like a vaccine, LEAPS
combines T-cell binding ligands with small, disease associated, peptide antigens
and may provide a new method to treat and prevent certain diseases.

      The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.

      Using the LEAPS technology, CEL-SCI has created a potential peptide
treatment for H1N1 (swine flu) hospitalized patients. This LEAPS flu treatment
is designed to focus on the conserved, non-changing epitopes of the different
strains of Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine",
"avian or bird", and "Spanish Influenza", in order to minimize the chance of
viral "escape by mutations" from immune recognition. Therefore one should think
of this treatment not really as an H1N1 treatment, but as a pandemic flu
treatment. CEL-SCI's LEAPS flu treatment contains epitopes known to be
associated with immune protection against influenza in animal models.

      In September 2009, the U.S. Food and Drug Administration advised CEL-SCI
that it could proceed with its first clinical trial to evaluate the effect of
LEAPS-H1N1 treatment on the white blood cells of hospitalized H1N1 patients.
This followed an expedited initial review of CEL-SCI's regulatory submission for
this study proposal.

      In November 2009, CEL-SCI announced that The Johns Hopkins University
School of Medicine had given clearance for CEL-SCI's first clinical study to
proceed using LEAPS-H1N1. Soon after the start of the study, the number of
hospitalized H1N1 patients dramatically declined and the study has been unable
to complete the enrollment of patients.

     Additional  work on this treatment for the pandemic flu is being pursued in
collaboration  with the National  Institute of Allergy and  Infectious  Diseases
(NIAID),  part of the  National  Institutes  of Health,  USA.  In May 2011 NIAID
scientists  presented  data  at the  Keystone  Conference  on  "Pathogenesis  of
Influenza:  Virus-Host  Interactions" in Hong Kong, China,  showing the positive
results of efficacy studies in mice of L.E.A.P.S. H1N1 activated dendritic cells
(DCs) to treat the H1N1 virus.  Scientists at the NIAID found that H1N1-infected
mice treated with  LEAPS-H1N1 DCs showed a survival  advantage over mice treated
with control DCs. The work was performed in collaboration with scientists led by
Kanta Subbarao,  M.D.,  Chief of the Emerging  Respiratory  Diseases  Section in
NIAID's  Division of  Intramural  Research,  part of the National  Institutes of
Health, USA.

     In  July  2013,  CEL-SCI  announced  the  publication  of  the  results  of
additional  influenza  studies by  researchers  from the NIAID in the Journal of
Clinical Investigation (www.jci.org/articles/view/67550).  The studies described


                                       13
<PAGE>

in the publication show that when CEL-SCI's  investigational  J-LEAPS  Influenza
Virus  treatments were used "in vitro" to activate immune cells called dendritic
cells (DCs),  these  activated  dendritic  cells,  when injected into  influenza
infected mice,  arrested the progression of lethal  influenza virus infection in
these mice. The work was performed in the laboratory of Dr. Subbarao.

      With its LEAPS technology, CEL-SCI also developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.

      In February 2010 CEL-SCI announced that its CEL-2000 vaccine demonstrated
that it was able to block the progression of rheumatoid arthritis in a mouse
model. The results were published in the scientific peer-reviewed Journal of
International Immunopharmacology (online edition) in an article titled
"CEL-2000: A Therapeutic Vaccine for Rheumatoid Arthritis Arrests Disease
Development and Alters Serum Cytokine/Chemokine Patterns in the Bovine Collagen
Type II Induced Arthritis in the DBA Mouse Model" with lead author Daniel
Zimmerman, Ph.D., Senior Vice President of Research, Cellular Immunology at
CEL-SCI. The study was co-authored by scientists from CEL-SCI, Washington
Biotech, Northeastern Ohio Universities Colleges of Medicine and Pharmacy and
Boulder BioPath.

      In August 2012, Dr. Zimmerman gave a Keynote presentation at the OMICS 2nd
International Conference on Vaccines and Vaccinations in Chicago. This
presentation showed how the LEAPS peptides administered altered only select
cytokines specific for each disease model, thereby improving the status of the
test animals and even preventing death and morbidity. These results support the
growing body of evidence that provides for its mode of action by a common format
in these unrelated conditions by regulation of Th1 (e.g., IL12 and IFN-a) and
their action on reducing TNF-a and other inflammatory cytokines as well
regulation of antibodies to these disease associated antigens. This was also
illustrated by a schematic model showing how these pathways interact and result
in the overall effect of protection and regulation of cytokines in a beneficial
manner.

      In July 2014, CEL-SCI was awarded a Phase I Small Business Innovation
Research (SBIR) grant in the amount of $225,000 from the National Institute of
Arthritis Muscoskeletal and Skin Diseases (NIAMS), which is part of the National
Institutes of Health (NIH). The grant will fund the further development of the
LEAPS technology as a potential treatment for rheumatoid arthritis (RA), an
autoimmune disease of the joints. The work will be conducted in collaboration
with scientists at Rush University Medical Center in Chicago, Illinois.

     Even though the various  LEAPS drug  candidates  have not yet been given to
humans,  they have been  tested in vitro with  human  cells.  They have  induced
similar  cytokine  responses  that were seen in these animal  models,  which may
indicate  that the  LEAPS  technology  might  translate  to  humans.  The  LEAPS
candidates  have  demonstrated  protection  against  lethal herpes simplex virus
(HSV1) and H1N1 influenza  infection,  as a prophylactic or therapeutic agent in
animals. They have also shown efficacy in animals in two autoimmune  conditions,
curtailing  and  sometimes  preventing  disease  progression  in  arthritis  and


                                       14
<PAGE>

myocarditis animal models.  CEL-SCI's belief is that the LEAPS technology may be
a  significant  alternative  to the vaccines  currently  available on the market
today for these diseases.

      None of the LEAPS investigational products have been approved for sale,
barter or exchange by the FDA or any other regulatory agency for any use to
treat disease in animals or humans. The safety or efficacy of these products has
not been established for any use. Lastly, no definitive conclusions can be drawn
from the early-phase, preclinical-trials data involving these investigational
products. Before obtaining marketing approval from the FDA in the United States,
and by comparable agencies in most foreign countries, these product candidates
must undergo rigorous preclinical and clinical testing which is costly and time
consuming and subject to unanticipated delays. There can be no assurance that
these approvals will be granted.

                           FORWARD LOOKING STATEMENTS

      This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

                                  RISK FACTORS

      Investors should be aware that this offering involves the risks described
below, which could adversely affect the price of CEL-SCI's common stock. In
addition to the other information contained in this prospectus, the following
factors should be considered carefully in evaluating an investment in the
securities offered by this prospectus.

Risks Related to CEL-SCI

Since CEL-SCI has earned only limited revenues and has a history of losses,
CEL-SCI will require additional capital to remain in operation, complete its
clinical trials and fund pre-marketing expenses.

      CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through June 30, 2014, CEL-SCI incurred net losses
of approximately $(232,000,000). CEL-SCI has relied principally upon the
proceeds of public and private sales of its securities to finance its activities
to date.

     If CEL-SCI cannot obtain additional  capital,  CEL-SCI may have to postpone
development and research  expenditures,  which will delay  CEL-SCI's  ability to
produce a  competitive  product.  Delays of this nature may depress the price of


                                       15
<PAGE>

CEL-SCI's  common stock. In addition,  although CEL-SCI is not aware of a direct
competitor  for  Multikine,  it is  possible  that one  exists.  There  are many
potential  competitors  of  LEAPS.  If  competitors  develop,  any  delay in the
development   of  CEL-SCI's   products  may  provide   opportunities   to  those
competitors.

      The condition of the overall economy may continue to affect both the
availability of capital and CEL-SCI's stock price. In addition, future capital
raises, which will be necessary for CEL-SCI's survival, will be further dilutive
to current shareholders. There can be no assurance that CEL-SCI will be able to
raise the capital it will need.

All of CEL-SCI's potential products, with the exception of Multikine, are in the
early stages of development, and any commercial sale of these products will be
many years away.

      Even potential product sales from Multikine are years away, since cancer
trials can be lengthy. Accordingly, CEL-SCI expects to incur substantial losses
for the foreseeable future.

Since CEL-SCI does not intend to pay dividends on its common stock, any
potential return to investors will result only from any increases in the price
of CEL-SCI's common stock.

      At the present time, CEL-SCI intends to use available funds to finance its
operations. Accordingly, while payment of dividends rests within the discretion
of CEL-SCI's Directors, no common stock dividends have been declared or paid by
CEL-SCI and CEL-SCI has no intention of paying any common stock dividends in the
foreseeable future. Any gains for CEL-SCI's investors will most likely result
from increases in the price of CEL-SCI's common stock, which has been volatile
in the recent past. If CEL-SCI's stock price does not increase, which likely
will depend primarily upon the results of the Multikine clinical trials, an
investor is unlikely to receive any return on an investment in CEL-SCI's common
stock.

The costs of CEL-SCI's product development and clinical trials are difficult to
estimate and will be very high for many years, preventing CEL-SCI from making a
profit for the foreseeable future, if ever.

     Clinical and other studies  necessary to obtain  approval of a new drug can
be time  consuming  and costly,  especially  in the United  States,  but also in
foreign  countries.  CEL-SCI's  estimates  of the costs  associated  with future
clinical  trials and  research  may be  substantially  lower  than what  CEL-SCI
actually experiences.  It is impossible to predict what CEL-SCI will face in the
development of a product,  such as LEAPS.  The purpose of clinical  trials is to
provide both CEL-SCI and regulatory authorities with safety and efficacy data in
humans.  It is relatively common to revise a trial or add subjects to a trial in
progress.  These examples of common vagaries in product development and clinical
investigations   demonstrate   how   predicted   costs  may  exceed   reasonable
expectations.  The  different  and  often  complex  steps  necessary  to  obtain
regulatory  approval,  especially  that  of the  United  States  Food  and  Drug
Administration  ("FDA") and the  European  Union's  European  Medicine's  Agency
("EMA"),  involve  significant  costs and may require several years to complete.
CEL-SCI  expects  that it will need  substantial  additional  financing  over an
extended  period of time in order to fund the costs of future  clinical  trials,
related research, and general and administrative expenses.

                                       16
<PAGE>

      The extent of CEL-SCI's clinical trials and research programs are
primarily based upon the amount of capital available to CEL-SCI and the extent
to which it receives regulatory approvals for clinical trials. CEL-SCI has
established estimates of the future costs of the Phase III clinical trial for
Multikine, but, as explained above, that estimate may not prove correct.

Compliance with changing regulations concerning corporate governance and public
disclosure may result in additional expenses.

      Changing laws, regulations and standards relating to corporate governance
and public disclosure may create uncertainty regarding compliance matters. New
or changed laws, regulations and standards are subject to varying
interpretations in many cases. As a result, their application in practice may
evolve over time. CEL-SCI is committed to maintaining high standards of
corporate governance and public disclosure. Complying with evolving
interpretations of new or changing legal requirements may cause CEL-SCI to incur
higher costs as it revises current practices, policies and procedures, and may
divert management time and attention from potential revenue-generating
activities to compliance matters. If CEL-SCI's efforts to comply with new or
changed laws, regulations and standards differ from the activities intended by
regulatory or governing bodies due to ambiguities related to practice, CEL-SCI's
reputation may also be harmed. Further, CEL-SCI's board members, chief executive
officer and president could face an increased risk of personal liability in
connection with the performance of their duties. As a result, CEL-SCI may have
difficulty attracting and retaining qualified board members and executive
officers, which could harm its business.

CEL-SCI has not established a definite plan for the marketing of Multikine.

      CEL-SCI has not established a definitive plan for marketing nor has it
established a price structure for any of its products. However, CEL-SCI intends,
if it is in a position to do so, to sell Multikine itself in certain markets and
to enter into written marketing agreements with various major pharmaceutical
firms with established sales forces. The sales forces in turn would, CEL-SCI
believes, target CEL-SCI's products to cancer centers, physicians and clinics
involved in head and neck cancer. CEL-SCI has already licensed Multikine to
three companies, Teva Pharmaceuticals in Israel, Turkey, Serbia and Croatia,
Orient Europharma in Taiwan, Singapore, Hong Kong, Malaysia, South Korea, the
Philippines, Australia and New Zealand, and Byron BioPharma, LLC in South
Africa. CEL-SCI believes that these companies have the resources to market
Multikine appropriately in their respective territories, but there is no
guarantee that they will. There is no assurance that CEL-SCI will find qualified
parties willing to market CEL-SCI's product in other areas.

     CEL-SCI  may  encounter   problems,   delays  and  additional  expenses  in
developing marketing plans with outside firms. In addition, even if Multikine is
cost effective and proven to increase overall  survival,  CEL-SCI may experience
other limitations involving the proposed sale of Multikine,  such as uncertainty
of   third-party   reimbursement.   There  is  no  assurance  that  CEL-SCI  can
successfully market any products which it may develop.


                                       17
<PAGE>


CEL-SCI hopes to expand its clinical development capabilities in the future, and
any difficulties hiring or retaining key personnel or managing this growth could
disrupt CEL-SCI's operations.

      CEL-SCI is highly dependent on the principal members of CEL-SCI's
management and development staff. If the Multikine clinical trial is successful,
CEL-SCI expects to expand its clinical development and manufacturing
capabilities, which will involve hiring additional employees. Future growth will
require CEL-SCI to continue to implement and improve CEL-SCI's managerial,
operational and financial systems and to continue to retain, recruit and train
additional qualified personnel, which may impose a strain on CEL-SCI's
administrative and operational infrastructure. The competition for qualified
personnel in the biopharmaceutical field is intense. CEL-SCI is highly dependent
on its ability to attract, retain and motivate highly qualified management and
specialized personnel required for clinical development. Due to CEL-SCI's
limited resources, CEL-SCI may not be able to manage effectively the expansion
of its operations or recruit and train additional qualified personnel. If
CEL-SCI is unable to retain key personnel or manage its growth effectively,
CEL-SCI may not be able to implement its business plan.

Multikine is made from components of human blood, which involves inherent risks
that may lead to product destruction or patient injury.

      Multikine is made, in part, from components of human blood. There are
inherent risks associated with products that involve human blood such as
possible contamination with viruses, including Hepatitis or HIV. Any possible
contamination could require CEL-SCI to destroy batches of Multikine or cause
injuries to patients who receive the product, thereby subjecting CEL-SCI to
possible financial losses, lawsuits, and harm to its business.

      Although CEL-SCI has product liability insurance for Multikine, the
successful prosecution of a product liability case against CEL-SCI could have a
materially adverse effect upon its business if the amount of any judgment
exceeds CEL-SCI's insurance coverage. Such a suit also could damage the
reputation of Multikine and make successful marketing of the product less
likely. CEL-SCI commenced the Phase III clinical trial for Multikine in December
2010. Although no claims have been brought to date, participants in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any unanticipated
harmful effects arising from the use of Multikine or any drug or product that
CEL-SCI may attempt to develop.

Risks Related to Government Approvals

CEL-SCI's product candidates must undergo rigorous preclinical and clinical
testing and regulatory approvals, which could be costly and time-consuming and
subject CEL-SCI to unanticipated delays or prevent CEL-SCI from marketing any
products.

      Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, from the FDA in the United States, the EMA in the
European Union, and by comparable agencies in most foreign countries. Before
obtaining marketing approval, these product candidates must undergo costly and
time consuming preclinical and clinical testing which could subject CEL-SCI to
unanticipated delays and may prevent CEL-SCI from marketing its product
candidates. There can be no assurance that such approvals will be granted.


                                       18
<PAGE>

      CEL-SCI cannot be certain when or under what conditions it will undertake
future clinical trials. A variety of issues may delay CEL-SCI's Phase III
clinical trial for Multikine or preclinical and early clinical trials for other
products. For example, early trials, or the plans for later trials, may not
satisfy the requirements of regulatory authorities, such as the FDA. CEL-SCI may
fail to find subjects willing to enroll in CEL-SCI's trials. CEL-SCI
manufactures Multikine, but relies on third party vendors for managing the trial
process and other activities, and these vendors may fail to meet appropriate
standards. Accordingly, the clinical trials relating to CEL-SCI's product
candidates may not be completed on schedule, the FDA or foreign regulatory
agencies may order CEL-SCI to stop or modify its research, or these agencies may
not ultimately approve any of CEL-SCI's product candidates for commercial sale.
Varying interpretations of the data obtained from pre-clinical and clinical
testing could delay, limit or prevent regulatory approval of CEL-SCI's product
candidates. The data collected from CEL-SCI's clinical trials may not be
sufficient to support regulatory approval of its various product candidates,
including Multikine. CEL-SCI's failure to adequately demonstrate the safety and
efficacy of any of its product candidates would delay or prevent regulatory
approval of its product candidates in the United States, which could prevent
CEL-SCI from achieving profitability. Although CEL-SCI had positive results in
its Phase II trials for Multikine, those results were for a very small sample
set, and CEL-SCI will not know definitively how Multikine will perform until
CEL-SCI is well into, or completes, its Phase III clinical trial.

      The requirements governing the conduct of clinical trials, manufacturing,
and marketing of CEL-SCI's product candidates, including Multikine, outside the
United States vary from country to country. Foreign approvals may take longer to
obtain than FDA approvals and can require, among other things, additional
testing and different trial designs. Foreign regulatory approval processes
include all of the risks associated with the FDA approval process. Some of those
agencies also must approve prices for products approved for marketing. Approval
of a product by the FDA or the EMA does not ensure approval of the same product
by the health authorities of other countries. In addition, changes in regulatory
requirements for product approval in any country during the clinical trial
process and regulatory agency review of each submitted new application may cause
delays or rejections.

      CEL-SCI has only limited experience in filing and pursuing applications
necessary to gain regulatory approvals. CEL-SCI's lack of experience may impede
its ability to obtain timely approvals from regulatory agencies, if at all.
CEL-SCI will not be able to commercialize Multikine and other product candidates
until it has obtained regulatory approval. In addition, regulatory authorities
may also limit the types of patients to which CEL-SCI or others may market
Multikine or CEL-SCI's other products. Any failure to obtain or any delay in
obtaining required regulatory approvals may adversely affect the ability of
CEL-SCI or potential licensees to successfully market CEL-SCI's products.

Even if CEL-SCI obtains regulatory approval for its product candidates, CEL-SCI
will be subject to stringent, ongoing government regulation.

      If CEL-SCI's products receive regulatory approval, either in the United
States or internationally, CEL-SCI will continue to be subject to extensive
regulatory requirements. These regulations are wide-ranging and govern, among
other things:

                                       19
<PAGE>

    o     product design, development and manufacture;
    o     product application and use
    o     adverse drug experience;
    o     product advertising and promotion;
    o     product manufacturing, including good manufacturing practices
    o     record keeping requirements;
    o     registration and listing of CEL-SCI's establishments and products with
          the FDA, EMA and other state and national agencies;
    o     product storage and shipping;
    o     drug sampling and distribution requirements;
    o     electronic record and signature requirements; and
    o     labeling changes or modifications.

      CEL-SCI and any third-party manufacturers or suppliers must continually
adhere to federal regulations setting forth requirements, known as current Good
Manufacturing Practices, or cGMPs, and their foreign equivalents, which are
enforced by the FDA, the EMA and other national regulatory bodies through their
facilities inspection programs. If CEL-SCI's facilities, or the facilities of
CEL-SCI's contract manufacturers or suppliers, cannot pass a pre-approval plant
inspection, the FDA, EMA, or other national regulators will not approve the
marketing applications of CEL-SCI's product candidates. In complying with cGMP
and foreign regulatory requirements, CEL-SCI and any of its potential
third-party manufacturers or suppliers will be obligated to expend time, money
and effort in production, record-keeping and quality control to ensure that
CEL-SCI's products meet applicable specifications and other requirements.

      If CEL-SCI does not comply with regulatory requirements at any stage,
whether before or after marketing approval is obtained, CEL-SCI may be subject
to license suspension or revocation, criminal prosecution, seizure, injunction,
fines, be forced to remove a product from the market or experience other adverse
consequences, including restrictions or delays in obtaining regulatory marketing
approval for such products or for other products for which it seeks approval.
This could materially harm CEL-SCI's financial results, reputation and stock
price. Additionally, CEL-SCI may not be able to obtain the labeling claims
necessary or desirable for product promotion. CEL-SCI may also be required to
undertake post-marketing trials, which will be evaluated by applicable
authorities to determine if CEL-SCI's products may remain on the market. If
CEL-SCI or other parties identify adverse effects after any of CEL-SCI's
products are on the market, or if manufacturing problems occur, regulatory
approval may be suspended or withdrawn. CEL-SCI may be required to reformulate
its products, conduct additional clinical trials, make changes in product
labeling or indications of use, or submit additional marketing applications to
support any changes. If CEL-SCI encounters any of the foregoing problems, its
business and results of operations will be harmed and the market price of its
common stock may decline.

      CEL-SCI cannot predict the extent of adverse government regulations which
might arise from future legislative or administrative action. Without government
approval, CEL-SCI will be unable to sell any of its products.


                                       20
<PAGE>


Foreign governments often impose strict price controls, which may adversely
affect CEL-SCI's future profitability.

      CEL-SCI intends to seek approval to market Multikine in both the United
States and foreign jurisdictions. If CEL-SCI obtains approval in one or more
foreign jurisdictions, CEL-SCI will be subject to rules and regulations in those
jurisdictions relating to Multikine. In some foreign countries, particularly in
the European Union, prescription drug pricing is subject to governmental
control. In these countries, pricing negotiations with governmental authorities
can take considerable time after the receipt of marketing approval for a drug
candidate. To obtain reimbursement or pricing approval in some countries,
CEL-SCI may be required to conduct a clinical trial that compares the
cost-effectiveness of Multikine to other available therapies. If reimbursement
of Multikine is unavailable or limited in scope or amount, or if pricing is set
at unsatisfactory levels, CEL-SCI may be unable to achieve or sustain
profitability.

Risks Related to Intellectual Property

CEL-SCI may not be able to achieve or maintain a competitive position, and other
technological developments may result in CEL-SCI's proprietary technologies
becoming uneconomical or obsolete.

      CEL-SCI is involved in a biomedical field that is undergoing rapid and
significant technological change. The pace of change continues to accelerate.
The successful development of products from CEL-SCI's compounds, compositions
and processes through CEL-SCI-financed research, or as a result of possible
licensing arrangements with pharmaceutical or other companies, is not assured.

      Many companies are working on drugs designed to cure or treat cancer or
cure and treat viruses, such as HPV or H1N1. Many of these companies have
financial, research and development, and marketing resources, which are much
greater than CEL-SCI's, and are capable of providing significant long-term
competition either by establishing in-house research groups or by forming
collaborative ventures with other entities. In addition, smaller companies and
non-profit institutions are active in research relating to cancer and infectious
diseases. CEL-SCI's market share will be reduced or eliminated if CEL-SCI's
competitors develop and obtain approval for products that are safer or more
effective than CEL-SCI's products.

CEL-SCI's patents might not protect CEL-SCI's technology from competitors, in
which case CEL-SCI may not have any advantage over competitors in selling any
products which it may develop.

     Certain aspects of CEL-SCI's  technologies  are covered by U.S. and foreign
patents. In addition,  CEL-SCI has a number of new patent applications  pending.
There is no assurance that the applications  still pending or which may be filed
in the future will result in the issuance of any patents. Furthermore,  there is
no assurance as to the breadth and degree of protection any issued patents might
afford  CEL-SCI.  Disputes may arise between  CEL-SCI and others as to the scope
and validity of these or other  patents.  Any defense of the patents could prove
costly and time  consuming and there can be no assurance that CEL-SCI will be in
a position,  or will deem it advisable,  to carry on such a defense.  A suit for
patent  infringement  could  result in  increasing  costs,  delaying  or halting


                                       21
<PAGE>

development,  or even forcing  CEL-SCI to abandon a product.  Other  private and
public concerns,  including  universities,  may have filed applications for, may
have been issued, or may obtain additional  patents and other proprietary rights
to technology  potentially useful or necessary to CEL-SCI.  CEL-SCI currently is
not aware of any such patents,  but the scope and validity of such  patents,  if
any, and the cost and  availability  of such rights are  impossible  to predict.
Also, as far as CEL-SCI relies upon unpatented proprietary technology,  there is
no assurance  that others may not acquire or  independently  develop the same or
similar technology.

Much of CEL-SCI's intellectual property is protected as a trade secret, not as a
patent.

      Much of CEL-SCI's intellectual property pertains to its manufacturing
system, certain aspects of which may not be suitable for patent filing and must
be protected as trade secrets. Those trade secrets must be protected diligently
by CEL-SCI to protect their disclosure to competitors, since legal protections
after disclosure may be minimal or non-existent. Accordingly, much of CEL-SCI's
value is dependent upon its ability to keep its trade secrets confidential.
Although CEL-SCI takes measures to ensure confidentiality, CEL-SCI may fail in
that attempt. In addition, in some cases a regulator considering CEL-SCI's
application for product approval may require the disclosure of some or all of
CEL-SCI's proprietary information. In such a case, CEL-SCI must decide whether
to disclose the information or forego approval in a particular country. If
CEL-SCI is unable to market its products in key countries, CEL-SCI's
opportunities and value may suffer.

Risks Related to CEL-SCI's Common Stock

Since the market price for CEL-SCI's common stock is volatile, investors may not
be able to sell any of CEL-SCI's shares at a profit.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. During the twelve months ended July 31, 2014, CEL-SCI's
post-split stock price has ranged from a low of $0.53 per share to a high of
$2.70 per share. Factors such as fluctuations in CEL-SCI's operating results,
announcements of technological innovations or new therapeutic products by
CEL-SCI or its competitors, governmental regulation, developments in patent or
other proprietary rights, public concern as to the safety of products developed
by CEL-SCI or other biotechnology and pharmaceutical companies, publications by
market analysts, law suits, and general market conditions may have a significant
effect on the future market price of CEL-SCI's common stock.

Future sales of CEL-SCI's securities may dilute the value of current investors'
holdings.

     The provisions in CEL-SCI's Articles of Incorporation relating to CEL-SCI's
preferred stock allow  CEL-SCI's  directors to issue preferred stock with rights
to multiple  votes per share and dividend  rights which would have priority over
any  dividends  paid with respect to  CEL-SCI's  common  stock.  The issuance of
preferred  stock  with  such  rights  may make more  difficult  the  removal  of
management  even if such removal would be considered  beneficial to shareholders
generally,  and will have the effect of limiting  shareholder  participation  in
certain  transactions  such as mergers or tender offers if such transactions are


                                       22
<PAGE>

not favored by incumbent management. In addition, CEL-SCI has issued warrants in
the past and may do so in the future.  These warrants,  providing a future right
to purchase  shares of  CEL-SCI's  common  stock at an  established  price,  may
further dilute the ownership of current shareholders.

      In order to raise additional capital, CEL-SCI may need to sell shares of
its common stock, or securities convertible into common stock, at prices that
may be below the prevailing market price of CEL-SCI's common stock at the time
of sale. Since CEL-SCI's stock price has been volatile, even a sale at market
price one week may represent a substantial "discount" over the prior week's
price. Future sales of CEL-SCI's securities will dilute CEL-SCI's current
stockholders and investors and may have a negative effect on the market price of
its common stock.

Shares issuable upon the conversion of a note or upon the exercise of
outstanding warrants and options may substantially increase the number of shares
available for sale in the public market and may depress the price of CEL-SCI's
common stock.

      As of July 31, 2014, there were outstanding options which allows the
holders to purchase approximately 5,955,000 shares of CEL-SCI's common stock, at
prices ranging between $0.85 and $20.00 per share, outstanding warrants which
allow the holders to purchase approximately 36,730,000 shares of CEL-SCI's
common stock, at prices ranging between $0.53 and $17.50 per share, and a
convertible note which allows the holder to acquire approximately 276,000 shares
of CEL-SCI's common stock at a conversion price of $4.00. The outstanding
options and warrants could adversely affect CEL-SCI'S ability to obtain future
financing or engage in certain mergers or other transactions, since the holders
of options and warrants can be expected to exercise them at a time when CEL-SCI
may be able to obtain additional capital through a new offering of securities on
terms more favorable to CEL-SCI than the terms of the outstanding options and
warrants. For the life of the options, warrants and the convertible note, the
holders have the opportunity to profit from a rise in the market price of
CEL-SCI's common stock without assuming the risk of ownership. The issuance of
shares upon the exercise of outstanding options and warrants, or the conversion
of the note, will also dilute the ownership interests of CEL-SCI's existing
stockholders.

      Substantially all of the shares of common stock that are issuable upon the
conversions of the note, of the exercise of outstanding options and warrants,
may be sold in the public market. The sale of common stock described above, or
the perception that such sales could occur, may adversely affect the market
price of CEL-SCI's common stock.

      Any decline in the price of CEL-SCI's common stock may encourage short
sales, which could place further downward pressure on the price of CEL-SCI's
common stock. Short selling is a practice of selling shares which are not owned
by a seller at that time, with the expectation that the market price of the
shares will decline in value after the sale, providing the short seller a
profit.

We may have exposure for certain securities we sold in October 2013.

     In September  2012, we filed a shelf  registration  statement  covering the
sale of $50,000,000 of securities (the "2012  Registration  Statement"),  and in
January 2013 we filed another shelf registration  statement covering the sale of


                                       23
<PAGE>

an additional $50,000,000 of securities (the "2013 Registration Statement").  In
October  2013,  we  filed  a  prospectus  supplement  to the  2012  Registration
Statement for the sale in an underwritten  public offering of 17,826,087  shares
of our common stock,  20,475,000 Series S Warrants,  as well as up to 20,475,000
shares of common stock  issuable upon the exercise of the Series S warrants (the
"October Prospectus").  Collectively,  we offered approximately $43.4 million of
securities   pursuant  to  the   October   Prospectus.   This  amount   includes
approximately  $17.8  million  for the sale of the  common  stock  and  Series S
warrants  and $25.6  million  upon the  exercise  of the Series S  Warrants.  We
subsequently  realized  that at the time of the  October  2013  offering  we had
approximately  $28.9 million  available for issuance under the 2012 Registration
Statement.  As a result,  we issued securities that were not registered with the
SEC,  and that may not have been  eligible for an  exemption  from  registration
under the federal or state  securities  laws. We had securities  available under
the 2013 Registration Statement to register all of the securities not covered by
the 2012  Registration  Statement.  In  December  2013,  we  filed a  prospectus
supplement to the 2013 Registration  Statement registering the offer and sale of
all of the  shares  of common  stock  issuable  upon  exercise  of the  Series S
Warrants  included in the October 2013  offering to assure that the offering and
sale of all of the shares  issuable  upon exercise of the Series S Warrants were
registered  (the  "December  Prospectus").  Prior to the filing of the  December
Prospectus,  no  Series S  Warrants  issued  in the  October  offering  had been
exercised.  Notwithstanding the above, the actions we have taken to mitigate our
possible  non-compliance  with securities laws will not prevent  regulators from
asserting that we violated the law, from imposing penalties and fines against us
with respect to any potential  violations of securities laws, and may subject us
to possible claims for damages from certain investors.

                             COMPARATIVE SHARE DATA

                                                  Number of Shares

Shares outstanding as of August 15, 2014             79,675,776

      The number of shares outstanding as of August 15, 2014 excludes shares
which may be issued upon the exercise of the options or warrants, or the
conversion of the note, described below.

Other Shares Which May Be Issued:
                                                        Number of        Note
                                                         Shares       Reference

   Shares issuable upon exercise of Series L warrants    70,000          A

   Shares issuable upon the exercise of
      Series N warrants                               2,844,627         B

   Shares issuable upon the exercise of warrants
     held by private investors                           16,750         C

   Shares issuable upon exercise of options granted
     to CEL-SCI's officers,  directors, employees,
     consultants, and third parties                   6,701,315         D


                                       24
<PAGE>

                                                        Number of       Note
                                                          Shares      Reference

   Shares issuable upon exercise of Series A warrants     130,347         E

   Shares issuable upon conversion of note payable to
     officer and director                                 276,014         F

   Shares issuable upon exercise of warrants held by
     officer and director                                 349,754         F

   Shares issuable upon exercise of Series B warrants      50,000         G

   Shares issuable upon exercise of Series C warrants     463,487         H

   Shares issuable upon exercise of Series F warrants   1,200,000         J

   Shares issuable upon exercise of Series H warrants   1,200,000         K

   Shares issuable upon exercise of Series P warrants     590,001         L

   Shares issuable upon exercise of Series Q warrants   1,200,000         M

   Shares issuable upon exercise of Series R warrants   2,625,000         N

   Shares issuable upon exercise of Series S warrants  23,624,326         O

   Shares issuable upon exercise of Series T warrants   1,782,057         P

   Shares issuable upon exercise of Series U warrants     445,514         P

A. The Series L warrants allow the holders to purchase up to:

     o    70,000 shares of CEL-SCI's  common stock at a price of $2.50 per share
          at any time on or before April 2, 2015.

B. On August 18, 2008,  CEL-SCI sold 138,339  shares of common stock and 207,508
Series N warrants  in a private  financing  for  $1,037,500.  In June  2009,  an
additional  116,667  shares and  181,570  Series N warrants  were  issued to the
investors.  In October 2011, an  additional  83,333 shares and 129,693  Series N
warrants were issued to the  investors.  In October 2013, an additional  764,602
shares and 1,189,961 Series N warrants were issued to the investors. In December
2013, an additional  798,481 shares and 1,242,688  Series N warrants were issued
to the investors.  In January 2014,  CEL-SCI  offered to the investors to extend
the Series N warrants  by one year and allow for  cashless  exercise in exchange
for  cancelling  the  reset  provision  in  the  warrant  agreement.  One of the


                                       25
<PAGE>

investors  accepted this offer. As of August 15, 2014, 106,793 Series N Warrants
had been  exercised.  The  remaining  2,844,627  Series N warrants  entitle  the
holders to purchase one share of  CEL-SCI's  common stock at a price of $0.52731
per share at any time prior to August 18, 2015.

C. On July 8,  2009,  CEL-SCI  sold  shares  of its  common  stock in a  private
transaction  and  issued  warrants  as part of the  financing.  The  name of the
warrant holder and the terms of the warrants are shown below:

                                      Shares Issuable
                             Issue    Upon Exercise      Exercise   Expiration
Warrant Holder               Date       of Warrants       Price        Date
--------------               -----    ----------------   --------   ----------

Christian Schleuning         7/8/09       16,750          $ 5.00      1/8/15


      The shares of common stock issuable upon the exercise of these warrants
were registered by means of a separate registration statement.

D. The options are exercisable at prices ranging from $0.85 to $20.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

E. Between June 23 and July 1, 2009, CEL-SCI sold 1,509,935 shares of its common
stock at a price of $4.00 per share. The investors in this offering also
received 1,011,656 Series A warrants. Each Series A warrant entitles the holder
to purchase one share of CEL-SCI's common stock. The Series A warrants may be
exercised at any time prior to December 24, 2014 at a price of $5.00 per share.
As of August 15, 2014, 881,309 Series A warrants had been exercised. The
remaining 130,347 Series A warrants entitle the holders to purchase one share of
CEL-SCI's common stock at a price of $5.00 per share.

F. Between December 2008 and June 2009, Maximilian de Clara, CEL-SCI's President
and a director, loaned CEL-SCI $1,104,057. The loan was initially payable at the
end of March, 2009, but was extended to the end of June, 2009. At the time the
loan was due, and in accordance with the loan agreement, CEL-SCI issued Mr. de
Clara a warrant which entitles Mr. de Clara to purchase 164,824 shares of
CEL-SCI's common stock at a price of $4.00 per share. The warrant is exercisable
at any time prior to December 24, 2014. Although the loan was to be repaid from
the proceeds of a financing, CEL-SCI's Directors deemed it beneficial not to
repay the loan and negotiated a second extension of the loan with Mr. de Clara
on terms similar to the June 2009 financing. Pursuant to the terms of the second
extension the note is now due on July 6, 2014, but, at Mr. de Clara's option,
the loan can be converted into shares of CEL-SCI's common stock. The number of
shares which will be issued upon any conversion will be determined by dividing
the amount to be converted by $4.00. As further consideration for the second
extension, Mr. de Clara received warrants which allow Mr. de Clara to purchase
184,930 shares of CEL-SCI's common stock at a price of $5.00 per share at any
time prior to January 6, 2015. On May 13, 2011, to recognize Mr. de Clara's
willingness to agree to subordinate his note to convertible preferred shares and
convertible debt, CEL-SCI extended the maturity date of the note to July 6,
2015. The loan from Mr. de Clara bears interest at 15% per year and is secured
by a lien on substantially all of CEL-SCI's assets. CEL-SCI does not have the


                                       26
<PAGE>

right to prepay the loan without Mr. de Clara's consent. As of August 15, 2014,
none of the warrants issued to Mr. De Clara had been exercised.

G. On August 31, 2009, CEL-SCI borrowed $2,000,000 from two institutional
investors. The loans are evidenced by CEL-SCI's Series B promissory notes which
were repaid in September 2009. The Series B note holders also received Series B
warrants which allow the holders to purchase up to 50,000 shares of CEL-SCI's
common stock at a price of $6.80 per share. The Series B warrants may be
exercised at any time prior to September 4, 2014. As of August 15, 2014, none of
the Series B Warrants had been exercised.

H. On August 20, 2009, CEL-SCI sold 1,078,444 shares of its common stock to a
group of private investors for $4,852,995 or $4.50 per share. The investors also
received Series C warrants which entitle the investors to purchase 539,220
shares of CEL-SCI's common stock. The Series C warrants may be exercised at any
time prior to February 20, 2015 at a price of $5.50 per share. As of August 15,
2014, 75,733 Series C warrants had been exercised. The remaining 463,487 Series
C warrants entitle the holders to purchase one share of CEL-SCI's common stock
at a price of $5.50 per share.

I. On September 21, 2009, CEL-SCI sold 1,428,572 shares of its common stock to a
group of private investors for $20,000,000 or $14.00 per share. The investors
also received Series D warrants which entitle the investors to purchase up to
471,428 shares of CEL-SCI's common stock. The Series D warrants could be
exercised at any time prior to September 21, 2011 at a price of $15.00 per
share. On September 21, 2011, all Series D warrants expired.

      CEL-SCI paid Rodman & Renshaw, LLC, the placement agent for the offering,
a cash commission of $1,000,000, as well as an expense reimbursement of $37,500.
CEL-SCI also issued Rodman & Renshaw 71,428 Series E warrants. Each Series E
warrant entitles the holder to purchase one share of CEL-SCI's common stock. The
Series E warrants may be exercised at any time prior to August 12, 2014 at a
price of $17.50 per share. The Series E warrants expired on August 12, 2014.

J. On October 3, 2011 CEL-SCI sold 1,333,333 shares of its common stock to a
group of private investors for $4,000,000 or $3.00 per share. The investors also
received Series F warrants which entitle the investors to purchase up to
1,200,000 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 $4.00 per share.

      CEL-SCI paid Chardan Capital Markets, LLC, the placement agent for this
offering, a cash commission of $140,000, and issued 66,667 Series G warrants to
Chardan. Each Series G warrant entitles the holder to purchase one share of
CEL-SCI's common stock at a price of $4.00. The Series G warrants expired on
August 12, 2014.

K. On January 25, 2012, CEL-SCI sold 1,600,000 shares of its common stock to
institutional investors for $5,760,000 or $3.60 per share. The investors also
received Series H warrants which entitle the investors to purchase up to
1,200,000 shares of CEL-SCI's common stock. The Series H warrants may be
exercised at any time prior to August 1, 2015 at a price of $5.00 per share. As
of August 15, 2014, none of the Series H Warrants had been exercised.

                                       27
<PAGE>

L. On February 10, 2012, CEL-SCI issued 590,001 Series P warrants to the former
holder of the Series O warrants as an inducement for the early exercise of the
Series O warrants. The Series P warrants allow the holder to purchase up to
590,001 shares of CEL-SCI's common stock at a price of $4.50 per share. The
Series P warrants are exercisable at any time prior to March 7, 2017. As of
August 15, 2014, none of the Series P Warrants had been exercised.

M. On June 21, 2012, CEL-SCI sold 1,600,000 shares of its common stock to
institutional investors for $5,600,000 or $3.50 per share. The investors also
received Series Q warrants which allow the investors to purchase up to 1,200,000
shares of CEL-SCI's common stock. The Series Q warrants may be exercised at any
time after prior to December 22, 2015 at a price of $5.00 per share. As of
August 15, 2014, none of the Series Q Warrants had been exercised.

N. On December 4, 2012, CEL-SCI sold 3,500,000 shares of its common stock to
institutional investors for $10,500,000 or $3.00 per share. The investors also
received Series R warrants which entitle the investors to purchase up to
2,625,000 shares of CEL-SCI's common stock. The Series R warrants may be
exercised at any time prior to December 7, 2016 at a price of $4.00 per share.
As of August 15, 2014, none of the Series R Warrants had been exercised.

O. On October 11, 2013, CEL-SCI, in an underwritten public offering, sold
17,826,087 shares of its common stock, as well as 20,475,000 Series S warrants,
for net proceeds of approximately $16,424,000, after deduction for underwriting
discounts and commissions. The Series S warrants may be exercised at any time
prior to October 11, 2018 at a price of $1.25 per share.

      On December 24, 2013, CEL-SCI closed a public offering of 4,761,905 units
of common stock and warrants at a price of $0.63 per unit for net proceeds of
$2,790,000, net of underwriting discounts and commissions and offering expenses
of the Company. Each unit consisted of one share of common stock and one Series
S warrant to purchase one share of common stock. The Series S warrants are
immediately exercisable, expire on October 11, 2018, and have an exercise price
of $1.25. The underwriters purchased an additional 476,190 units of common stock
and warrants pursuant to the overallotment option, for which the Company
received net proceeds of approximately $279,000.

      On February 7, 2014, the warrants issued in connection with the public
offerings in October and December 2013 began trading on the NYSE MKT under the
ticker symbol "CVM WS". As of August 15, 2014, 2,088,769 Series S Warrants had
been exercised. The remaining 23,624,326 Series S warrants entitle the holders
to purchase one share of CEL-SCI's common stock at a price of $1.25 per share.

P. On April 17, 2014, CEL-SCI closed a public offering of 7,128,229 shares of
common stock and warrants to purchase an aggregate of 1,782,057 shares of common
stock. The units were sold at a price of $1.40 per unit and resulted in net
proceeds of approximately $9.23 million. The warrants are immediately
exercisable, expire on October 17, 2014, and have an exercise price of $1.58 per
share. As of August 15, 2014, none of the Series T Warrants had been exercised.


                                       28
<PAGE>

      CEL-SCI issued Dawson James Securities, Inc. and Laidlaw & Company (UK)
Ltd. 445,514 Series U warrants for being joint book-running managers and
underwriters for this offering. Each Series U warrant entitles the holder to
purchase one share of CEL-SCI's common stock. The Series U warrants may be
exercised beginning October 17, 2014 at a price of $1.75 per share and expire on
October 17, 2017. As of August 15, 2014, none of the Series U warrants had been
exercised.

                        MARKET FOR CEL-SCI'S COMMON STOCK

      As of August 15, 2014 there were approximately 1,360 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the NYSE MKT under
the symbol "CVM".

      On June 25, 2013, CEL-SCI's shareholders approved a reverse split of
CEL-SCI's common stock. The reverse split became effective on the NYSE MKT on
September 25, 2013. On that date, every ten issued and outstanding shares of
CEL-SCI's common stock automatically converted into one outstanding share.

      As a result of the reverse stock split, the number of CEL-SCI's
outstanding shares of common stock decreased from 310,005,272 (pre-split) shares
to 31,001,686 (post-split) shares. In addition, by reducing the number of
CEL-SCI's outstanding shares, CEL-SCI's loss per share in all prior periods will
increase by a factor of ten.

      Shown below are the post-split range of high and low quotations for
CEL-SCI's common stock for the periods indicated as reported on the NYSE MKT.
The market quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.

        Quarter Ending         High              Low
        --------------         ----              ---

         12/31/11             $4.20             $2.70
          3/31/12             $6.50             $2.80
          6/30/12             $5.80             $3.30
          9/30/12             $4.70             $3.10

         12/31/12             $3.90             $2.60
          3/31/13             $2.90             $2.10
          6/30/13             $3.10             $2.00
          9/30/13             $2.70             $1.60

         12/31/13             $1.80             $0.53
          3/31/14             $1.90             $0.59
          6/30/14             $1.68             $1.01



                                       29
<PAGE>


      Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors out of legally available funds and, in the
event of liquidation, to share pro rata in any distribution of CEL-SCI's assets
after payment of liabilities. The Board of Directors is not obligated to declare
a dividend. CEL-SCI has not paid any dividends on its common stock and CEL-SCI
does not have any current plans to pay any common stock dividends.

      The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's preferred stock would allow CEL-SCI's directors to issue preferred
stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's common stock.
The issuance of preferred stock with such rights may make more difficult the
removal of management, even if such removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. Factors such as fluctuations in CEL-SCI's operating
results, announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors, governmental regulation, developments in patent
or other proprietary rights, public concern as to the safety of products
developed by CEL-SCI or other biotechnology and pharmaceutical companies, and
general market conditions may have a significant effect on the market price of
CEL-SCI's common stock.

                              SELLING SHAREHOLDERS

      CEL-SCI has issued (or may in the future issue) shares of its common stock
to various persons pursuant to certain employee compensation plans adopted by
CEL-SCI. The employee compensation plans provide for the grant or issuance to
selected employees of CEL-SCI and other persons of shares of CEL-SCI's common
stock or options to purchase shares of CEL-SCI's common stock. Persons who
received shares pursuant to the Plans and who are offering such shares to the
public by means of this Prospectus are referred to as the "Selling
Shareholders".

      CEL-SCI has adopted a number of Stock Option and Stock Bonus Plans, as
well as a Stock Compensation Plan. A summary description of these Plans follows.
In some cases these Plans are collectively referred to as the "Plans".

      Incentive Stock Option Plans. CEL-SCI has Incentive Stock Option Plans
which authorize the issuance of shares of CEL-SCI's Common Stock to persons that
exercise options granted pursuant to the Plan. Only Company employees may be
granted options pursuant to the Incentive Stock Option Plan.

     Non-Qualified  Stock Option Plans.  CEL-SCI has Non-Qualified  Stock Option
Plans which  authorize  the  issuance  of shares of  CEL-SCI's  Common  Stock to
persons  that  exercise  options  granted  pursuant  to  the  Plans.   CEL-SCI's
employees,  directors,  officers,  consultants  and  advisors are eligible to be
granted options pursuant to the Plans,  provided however that bona fide services
must be rendered by such  consultants  or advisors and such services must not be


                                       30
<PAGE>

in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction.  The option  exercise  price is  determined by the Committee on the
date the option is granted.

      Stock Bonus Plans. CEL-SCI has Stock Bonus Plans which allow for the
issuance of shares of Common Stock to its employees, directors, officers,
consultants and advisors. However bona fide services must be rendered by the
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

      Stock Compensation Plan. CEL-SCI's Stock Compensation Plan provides for
the issuance of shares of its common stock to officers, directors and employees
of CEL-SCI, as well as consultants to CEL-SCI, that agree to receive shares of
CEL-SCI's common stock in lieu of all or part of the compensation owed to them
by CEL-SCI. However, bona fide services must be rendered by consultants and the
services must not be in connection with the offer or sale of securities in a
capital-raising transaction.

      2014 Incentive Stock Bonus Plan. CEL-SCI's 2014 Incentive Stock Bonus Plan
provides for the issuance of shares of its common stock to officers, directors
and employees of CEL-SCI as well as consultants to CEL-SCI when CEL-SCI reaches
certain performance goals which are established from time to time by CEL-SCI's
board of directors. The primary purpose of the plan is to 1) align the interests
of those Company employees whose work is essential to the Company's ability to
commercialize its patented Multikine technology with those of the Company's
shareholders through performance based compensation and 2) to tie these key
employees to the Company for the rest of the foreseeable drug development phase
of Multikine.

Stock Awards

      On August 6, 2014 CEL-SCI's board of directors granted stock awards
("Awarded Shares") pursuant to the shareholder approved 2014 Plan to the persons
(the "Grantees") and in the amounts shown below.

            Grantee                    Awarded Shares (1)
            -------                    ------------------

            Geert Kersten                  5,800,000
            Eyal Talor                     3,100,000
            Patricia Prichep               3,100,000
            John Cipriano                  1,600,000

(1)  The Awarded Shares (or a portion of the shares) will only be earned based
     upon the achievement of certain significant milestones leading to the
     commercialization of CEL-SCI's Multikine technology or significant
     increases in the market price of CEL-SCI's common shares.

      Upon the achievement of the following performance goals, a percentage of
the Awarded Shares will be earned by the Grantees and will no longer be subject
to being forfeited to CEL-SCI.

                                       31
<PAGE>

i.         Upon either (a) the enrollment of 350 patients in the Phase 3 head
           and neck cancer study or (b) the closing price of a share of
           CEL-SCI's common stock on the primary exchange on which such common
           stock is then traded exceeds $3.50 for ten consecutive trading days,
           each Grantee shall earn 25% of the Awarded Shares.

      ii.  Upon either (a) the full enrollment of patients in the Phase 3 head
           and neck cancer study or (b) the start of a pivotal clinical trial
           for Multikine (Leukocyte Interleukin, Injection) (the "Proprietary
           Technology") in a disease indication other than head and neck cancer
           or (c) the closing price of a share of CEL-SCI's common stock on the
           primary exchange on which the common stock is then traded exceeds
           $6.00 for ten consecutive trading days, each Grantee will earn 50% of
           the Awarded Shares, less any of the Awarded Shares previously earned.

      iii. Upon either (a) the end of the Phase 3 head and neck cancer study or
           any other pivotal study involving the Proprietary Technology, or (b)
           the closing price of a share of CEL-SCI's common stock on the primary
           exchange on which the common stock is then traded exceeds $9.00 for
           ten consecutive trading days, each Grantee will earn 75% of the
           Awarded Shares, less any of the Awarded Shares previously earned.

       iv. Upon either (a) the filing of the first marketing application for
           any pharmaceutical based upon the Proprietary Technology in any of
           the USA, Canada, UK, Germany, France, Italy, Spain, Japan, or
           Australia, or (b) the closing price of a share of CEL-SCI's common
           stock on the primary exchange on which the common stock is then
           traded exceeds $12.00 for ten consecutive trading days, each Grantee
           will earn 100% of the Awarded Shares, less any of the Awarded Shares
           previously earned.

      The stock price per share will be proportionately adjusted in the event of
any stock splits, stock dividends; recapitalizations or similar events.

      The Grantees may not sell, convey, transfer, pledge, encumber or otherwise
dispose of the Awarded Shares until the shares are earned.

      If the Grantee has not earned any part of the Awarded Shares as of August
6, 2017, all Awarded Shares will be forfeited and returned to CEL-SCI.

      The Grantees will forfeit and return to CEL-SCI all Awarded Shares that
have not been earned as of August 5, 2024.

     Notwithstanding  the above,  upon the  occurrence  of a Level One Change in
Control,  all Awarded Shares which have not previously been earned will vest and
all restrictions pertaining to the Awarded Shares (other than as may be provided
by applicable securities laws) which have not previously been earned will lapse.
Upon the  occurrence  of a Level Two  Change in  Control,  if during  the period
commencing  on the date that is 12 months prior to the  occurrence  of the Level
Two Change in Control  and  ending on the date that is 48 months  following  the
Level Two  Change in  Control,  the  Grantee's  employment  with the  Company is


                                       32
<PAGE>

terminated,  other than for Cause,  or the Grantee  terminates his employment on
account  of Good  Reason,  all  Awarded  Shares  will vest and all  restrictions
pertaining  to the Awarded  Shares  (other than as may be provided by applicable
securities laws) will lapse.

     (i)  A Level One Change in Control will occur upon (a) the  acquisition  by
          any  individual,  entity or group of  beneficial  owners  (within  the
          meaning of Rule 13d-3 of the  Securities  and Exchange  Commission) of
          50% or more of either  (1) the then  outstanding  shares of the common
          stock of the  Company,  or (2) the  combined  voting power of the then
          outstanding  voting  securities  of  CEL-SCI  entitled  to vote in the
          election of  directors  or (b) a majority of the Board  consisting  of
          persons who were not  nominated or appointed in the first  instance by
          the Board.

     (ii) A Level Two Change in  Control  will  occur  upon  acquisition  by any
          individual,  entity  or  group of  beneficial  ownership  (within  the
          meaning of Rule 13d-3 of the  Securities  and Exchange  Commission) of
          20% or more of either  (1) the then  outstanding  shares of  CEL-SCI's
          common  stock,  or (2) the combined  voting  power of  CEL-SCI's  then
          outstanding  voting  securities  entitled  to vote in the  election of
          directors.

    (iii) Cause means (a)  conviction of, or pleas of nolo  contendere,  by the
          Grantee for a felony or dishonesty  while  performing  his  employment
          duties,   (b)  a   Grantee's   violation   of   any   non-competition,
          non-solicitation,   confidentiality  or  other  restrictive   covenant
          agreement  applicable  to the Grantee or (c) the  Grantee's  continued
          failure  to  materially  carry  out his  duties as an  employee  which
          failure has not been cured  within 30 days after the Grantee  receives
          written notice of such failure.

     (iv) Good Reason means (a) a reduction in compensation (including benefits)
          of the Grantee or (b) the Grantee being  assigned any duties which are
          materially  inconsistent  with the duties of the  Grantee  immediately
          prior to the  occurrence of the Level Two Change in Control or (c) the
          office at which the Grantee  performs his duties is more than 10 miles
          from the office at which the Grantee performed his duties  immediately
          prior to the occurrence of the Level Two Change in Control.

     Summary.  The following lists, as of August 15, 2014 the options and shares
granted pursuant to the Plans.  Each option represents the right to purchase one
share of CEL-SCI's common stock.

<TABLE>
<S>                                   <C>          <C>            <C>             <C>
                                     Total        Shares        Shares
                                    Shares     Reserved for    Issued as       Remaining
                                   Reserved    Outstanding    Stock Bonus/   Options/Shares
Name of Plan                      Under Plans    Options      Compensation     Under Plans
------------                      -----------  ------------   ------------   --------------

Incentive Stock Option Plans       1,960,000    1,710,997          N/A            3,303
Non-Qualified Stock Option Plans   5,680,000    4,980,818          N/A          142,263
Stock Bonus Plans                  1,594,000         N/A       ,015,529         577,715
Stock Compensation Plan            1,350,000         N/A      1,030,293         319,707
2014 Incentive Stock Bonus Plan   16,000,000         N/A     13,600,000       2,400,000

</TABLE>

                                       33
<PAGE>

     Shares issuable upon the exercise of options granted to CEL-SCI's  officers
and directors  pursuant to the Incentive  Stock Option and  Non-Qualified  Stock
Option Plans, as well as shares issued  pursuant to the Stock Bonus Plans,  2014
Incentive  Stock Bonus Plan and Stock  Compensation  Plan,  are being offered by
means of this  Prospectus.  Certain  options  were  granted in  accordance  with
CEL-SCI's  Salary  Reduction  Plan.  Pursuant to the Salary  Reduction Plan, any
employee of CEL-SCI was allowed to receive options  (exercisable at market price
at time of grant) in exchange for a reduction  in such  employee's  salary.  The
following table lists the shareholdings of CEL-SCI's  officers and directors and
the shares offered by means of this Prospectus as of August 15, 2014.

<TABLE>
<S>                                <C>         <C>          <C>        <C>             <C>            <C>
                                                                                     Number of
                                             Number of Shares Being Offered        shares which
  Name of                                                             Stock       will be owned     Percent
  Selling                       Number of     Option      Bonus    Compensation    on completion      of
Shareholder                   Shares Owned  Shares (2)    Shares      Shares      of the Offering    Class
------------                  ------------  ----------    ------    ------------  ---------------   -------

Maximilian de Clara               25,123      100,000          0          0            25,123            *
Geert R. Kersten                 737,310            0  5,800,000          0         6,537,310         8.20
Patricia B. Prichep              108,826            0  3,100,000          0         3,208,826         4.03
Eyal Talor, Ph.D.                 61,377            0  3,100,000          0         3,161,377         3.97
Daniel H. Zimmerman, Ph.D.        55,587      200,000          0          0            55,587            *
John Cipriano                          0            0  1,600,000          0         1,600,000         2.01
Alexander G. Esterhazy            23,316      100,000          0          0            23,316            *
C. Richard Kinsolving, Ph.D.      30,225      100,000          0          0            30,225            *
Peter R. Young, Ph.D.             29,776      100,000          0          0            29,776            *

</TABLE>

* Less than 1%.

(1) Includes shares held in trusts for the benefit of Mr. Kersten's children.

(2) Represents shares issued or issuable upon exercise of stock options. The
    options held by CEL-SCI's officers and directors are exercisable at $1.10
    per share.

      Mr. de Clara and Mr. Kersten are both officers and directors of CEL-SCI.
Mr. Esterhazy, Mr. Kinsolving and Mr. Young are directors of CEL-SCI. The other
persons in the foregoing table are officers of CEL-SCI.

      Each Selling Shareholder has represented that the Shares were purchased
for investment and with no present intention of distributing or reselling such
Shares. However, in recognition of the fact that holders of restricted
securities may wish to be legally permitted to sell their Shares when they deem
appropriate, CEL-SCI has filed with the Commission under the Securities Act of
1933 a Form S-8 registration statement of which this Prospectus forms a part
with respect to the resale of the Shares from time to time in the
over-the-counter market or in privately negotiated transactions.

      Certain of the Selling Shareholders, their associates and affiliates may
from time to time be employees of, customers of, engage in transactions with,
and/or perform services for CEL-SCI or its subsidiaries in the ordinary course
of business.

                                       34
<PAGE>


                              PLAN OF DISTRIBUTION

      CEL-SCI may sell shares of its common stock, preferred stock, convertible
preferred stock, promissory notes, convertible notes or warrants in and/or
outside the United States: (i) through underwriters or dealers; (ii) directly to
a limited number of purchasers or to a single purchaser; or (iii) through
agents. The applicable prospectus supplement with respect to the offered
securities will set forth the name or names of any underwriters or agents, if
any, the purchase price of the offered securities and the proceeds to CEL-SCI
from such sale, any delayed delivery arrangements, any underwriting discounts
and other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers and any compensation paid to a placement agent. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.

      Notwithstanding the above, the maximum commission or discount to be
received by any NASD member or independent broker-dealer will not be greater
than 10% in connection with the sale of any securities offered by means of this
prospectus or any related prospectus supplement, exclusive of any
non-accountable expense allowance. Any securities issued by CEL-SCI to any FINRA
member or independent broker-dealer in connection with an offering of CEL-SCI's
securities will be considered underwriting compensation and may be restricted
from sale, transfer, assignment, or hypothecation for a number of months
following the effective date of the offering, except to officers or partners
(not directors) of any underwriter or member of a selling group and/or their
officers or partners.

      CEL-SCI's securities may be sold:

     o    At a fixed price.

     o    As the  result  of the  exercise  of  warrants  or the  conversion  of
          preferred shares, and at fixed or varying prices, as determined by the
          terms of the warrants, or convertible securities.

     o    At varying prices in at the market offerings.

     o    In  privately  negotiated  transactions,  at fixed prices which may be
          changed,  at market  prices  prevailing at the time of sale, at prices
          related to such prevailing market prices or at negotiated prices.

     If  underwriters  are used in the  sale,  the  offered  securities  will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public offering price or at varying prices determined at the time of sale.
The  securities  may  be  offered  to the  public  either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as  underwriters.  The  underwriter  or  underwriters  with
respect to a particular  underwritten  offering of securities to be named in the
prospectus  supplement  relating  to  such  offering  and,  if  an  underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the  cover of such  prospectus  supplement.  Unless  otherwise  set forth in the
prospectus  supplement,  the  obligations  of the  underwriters  to purchase the


                                       35
<PAGE>

offered securities will be subject to conditions  precedent and the underwriters
will be obligated to purchase all the offered securities if any are purchased.

      If dealers are utilized in the sale of offered securities in respect of
which this prospectus is delivered, CEL-SCI will sell the offered securities to
the dealers as principals. The dealers may then resell the offered securities to
the public at varying prices to be determined by the dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the prospectus supplement relating to the securities sold to the
dealers.

      If an agent is used in an offering of offered securities, the agent will
be named, and the terms of the agency will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement, an agent
will act on a best efforts basis for the period of its appointment.

      The securities may be sold directly by CEL-SCI to institutional investors
or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale of the securities purchased by the
institutional investors. The terms of any of the sales, including the terms of
any bidding or auction process, will be described in the applicable prospectus
supplement.

      CEL-SCI may permit agents or underwriters to solicit offers to purchase
its securities at the public offering price set forth in a prospectus supplement
pursuant to a delayed delivery arrangement providing for payment and delivery on
the date stated in the prospectus supplement. Any delayed delivery contract,
when issued, will contain definite fixed price and quantity terms. The
obligations of any purchaser pursuant to a delayed delivery contract will not be
subject to any market outs or other conditions other than the condition that the
delayed delivery contract will not violate applicable law. In the event the
securities underlying the delayed delivery contract are sold to underwriters at
the time of performance of the delayed delivery contract, those securities will
be sold to those underwriters. Each delayed delivery contract shall be subject
to CEL-SCI's approval. CEL-SCI will pay the commission indicated in the
prospectus supplement to underwriters or agents soliciting purchases of
securities pursuant to delayed delivery arrangements accepted by CEL-SCI.

      Notwithstanding the above, while prospectus supplements may provide
specific offering terms, or add to or update information contained in this
prospectus, any fundamental changes to the offering terms will be made by means
of a post-effective amendment.

      Agents, dealers and underwriters may be entitled under agreements entered
into with CEL-SCI to indemnification from CEL-SCI against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments made by such agents, dealers or underwriters.

                            DESCRIPTION OF SECURITIES

Common Stock

     CEL-SCI is authorized  to issue  600,000,000  shares of common stock,  (the
"common stock").  Holders of common stock are each entitled to cast one vote for


                                       36
<PAGE>

each share held of record on all matters  presented to shareholders.  Cumulative
voting is not  allowed;  hence,  the  holders of a majority  of the  outstanding
common stock can elect all directors.

      Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The board is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.

      Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable and all of
the shares of common stock offered as a component of the Units will be, upon
issuance, fully paid and non-assessable.

Preferred Stock

      CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI. As of
June 30, 2014 no shares of preferred stock were outstanding.

Warrants Held by Private Investors

      See "Comparative Share Data" for information concerning CEL-SCI's
outstanding options, warrants and convertible securities.

Transfer Agent

      Computershare Trust Company, Inc., of Denver,  Colorado, is the transfer
agent for CEL-SCI's common stock.




                                       37
<PAGE>



                                 PLAN PROSPECTUS

                              CEL-SCI Corporation
                                8229 Boone Blvd.
                                   Suite 802
                             Vienna, Virginia 22314
                                 (703) 506-9460

                                  COMMON STOCK

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      This Prospectus relates to shares of the Common Stock of CEL-SCI
Corporation ("the Company") issuable pursuant to certain employee compensation
plans adopted by the Company. The employee compensation plans provide for the
issuance, to selected employees of the Company and other persons, of either
shares of the Company's common stock or options to purchase shares of the
Company's Common Stock. The employee compensation plans benefit the Company by
giving selected employees and other persons having a business relationship with
the Company a greater personal interest in the success of the Company.

      Shares of Common Stock reserved under the Company's Incentive Stock Option
Plans are offered to those employees of the Company who hold options (or may in
the future hold options) to purchase such shares granted by the Company pursuant
to the Incentive Stock Option Plans.

      Shares of Common Stock reserved under the Company's Non-Qualified Stock
Option Plans are offered to those persons who hold options (or may in the future
hold options) to purchase such shares granted by the Company pursuant to the
Non-Qualified Stock Option Plans.

      Shares of Common Stock reserved under the Stock Bonus Plans, or the 2014
Incentive Stock Bonus Plan, are offered to those persons granted, or may in the
future be granted, shares of Common Stock pursuant to the Stock Bonus Plans.

      This prospectus also relates to shares of the Company's common stock
issuable pursuant to the Company's Stock Compensation Plan. The Stock
Compensation Plan provides for the issuance of shares of the Company's common
stock to its officers, directors and employees, as well as consultants, that
agree to receive shares of the Company's common stock in lieu of all or part of
the compensation owed to them by the Company.


      This document constitutes part of a Prospectus covering securities that
have been registered under the Securities Act of 1933.

               The date of this Prospectus is ___________, 2014


                                       1
<PAGE>



      The Company's Stock Option Plans, Non-Qualified Stock Option Plans, Stock
Bonus Plans, Stock Compensation Plan and 2014 Incentive Stock Bonus Plan are
sometimes collectively referred to in this Prospectus as "the Plans". The terms
and conditions of any stock grant and the terms and conditions of any options,
including the price of the shares of Common Stock issuable on the exercise of
options, are governed by the provisions of the respective Plans and any
particular agreements between the Company and the Plan participants.

      Offers or resales of shares of Common Stock acquired under the Plan by
"affiliates" of the Company are subject to certain restrictions under the
Securities Act of l933. See "RESALE OF SHARES BY AFFILIATES".

      No person has been authorized to give any information, or to make any
representations, other than those contained in this Prospectus, in connection
with the shares offered by this Prospectus, and if given or made, such
information or representations must not be relied upon. This Prospectus does not
constitute an offering in any state or jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.

      The Company's Common Stock is traded on the NYSE MKT under the symbol CVM.

      With respect to the Company's Plans, the shares to which this prospectus
relates will be sold from time to time by the Company when and if options
granted pursuant to the Plans are exercised. In the case of shares issued by the
Company pursuant to the Stock Bonus Plans and 2014 Incentive Stock Bonus Plan,
the shares will be deemed to be sold when the shares have been granted by the
Company.



                                       2
<PAGE>


                                TABLE OF CONTENTS
                                                                        Page

AVAILABLE INFORMATION................................................     4

DOCUMENTS INCORPORATED BY REFERENCE..................................     4

GENERAL INFORMATION..................................................     5

INCENTIVE STOCK OPTION PLANS.........................................     7

NON-QUALIFIED STOCK OPTION PLANS.....................................     8

STOCK BONUS PLANS....................................................     9

STOCK COMPENSATION PLAN .............................................    10

2014 INCENTIVE STOCK BONUS PLAN .....................................    11

OTHER INFORMATION REGARDING THE PLANS................................    14

ADMINISTRATION OF THE PLANS..........................................    15

RESALE OF SHARES BY AFFILIATES.......................................    15

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLANS....................    16

DESCRIPTION OF COMMON STOCK..........................................    16

EXHIBITS:

    Each Plan referred to in this Prospectus.


                                       3
<PAGE>


                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of l934 and in accordance therewith files reports, proxy
statements, and other information with the Securities and Exchange Commission.
Such reports, proxy statements, and other information concerning the Company can
be inspected at the Commission's office at 100 F Street, NE, Washington, D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of the Commission, Washington, D.C. 20549 at prescribed rates. Certain
information concerning the Company is also available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov.

      All documents incorporated by reference, as well as other information
concerning the Plans, other than exhibits to such reports and documents, are
available, free of charge to holders of shares or options granted pursuant to
the Plans, upon written or oral request directed to: the (Attention: Employee
Plan Administrator), 8229 Boone Blvd., Suite 802, Vienna, Virginia 22182, (703)
506-9460.

      This Prospectus does not contain all information set forth in the
Registration Statement, of which this Prospectus is a part, which the Company
has filed with the Commission under the Securities Act of l933 and to which
reference is hereby made. Each statement contained in this Prospectus is
qualified in its entirety by such reference.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The following document filed with the Commission by CEL-SCI (Commission
File No. 001-11889 is incorporated by reference into this prospectus:

(1)  Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

(2)  Report on Form 8-K filed on October 10, 2013.
(3)  Report on Form 8-K filed on October 11, 2013.
(4)  Report on Form 8-K filed on November 1, 2013.
(5)  Report on Form 8-K filed on December 19, 2013.
(6)  Report on Form 8-K filed on December 24, 2013.
(7)  Report on Form 8-K filed on April 14, 2014.
(8)  Report on Form 8-K filed on April 15, 2014.
(9)  Report on Form 8-K filed on April 18, 2014.
(10) Quarterly report on Form 10-Q for the three months ended December 31, 2013.
(11) Quarterly report on Form 10-Q for the six months ended March 31, 2014.
(12) Proxy statement relating to the annual meeting of shareholders to be held
     on July 22, 2014.
(13) Report on Form 8-K filed on June 23, 2014.
(14) Report on Form 8-K filed on August 7, 2014.
(15) Quarterly report on Form 10-Q for the nine months ended June 30, 2014.

     All documents  filed with the  Commission  by CEL-SCI  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
prospectus  and prior to the  termination of this offering shall be deemed to be
incorporated  by  reference  into  this  prospectus  and  to be a part  of  this


                                       4
<PAGE>

prospectus  from  the  date of the  filing  of  such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to  the  extent  that  a  statement  contained  in  this  prospectus  or in  any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  in this  prospectus  modifies  or  supersedes  such  statement.  Such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the time it is used by CEL-SCI to offer and sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into this prospectus.

     CEL-SCI  has  filed  with  the   Securities   and  Exchange   Commission  a
Registration  Statement  under the  Securities  Act of l933,  as  amended,  with
respect to the securities  offered by this prospectus.  This prospectus does not
contain all of the  information  set forth in the  Registration  Statement.  For
further  information with respect to CEL-SCI and such  securities,  reference is
made  to  the  Registration  Statement  and  to  the  exhibits  filed  with  the
Registration  Statement.  Statements  contained  in  this  prospectus  as to the
contents  of any  contract  or  other  documents  are  summaries  which  are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an exhibit to the  Registration  Statement,
each such  statement  being  qualified  in all respects by such  reference.  The
Registration  Statement  and  related  exhibits  may  also  be  examined  at the
Commission's internet site.

      The Company does not intend to update this Prospectus in the future unless
and until there is a material change in the information contained herein.

                               GENERAL INFORMATION


     In some cases the plans described below are collectively referred to as the
"Plans".  The  terms and  conditions  of any  stock  issuance  and the terms and
conditions  of any  options,  including  the price of the shares of Common Stock
issuable on the  exercise  of options,  are  governed by the  provisions  of the
respective   Plans  and  the  agreements   between  the  Company  and  the  Plan
participants. A summary of the Company's Plans follows.

     Incentive Stock Option Plans.  The Company has Incentive Stock Option Plans
which  authorize  the  issuance  of shares of its Common  Stock to persons  that
exercise  options granted pursuant to the Plans.  Only Company  employees may be
granted options pursuant to the Incentive Stock Option Plan.

     Non-Qualified  Stock  Option  Plans.  The Company has  Non-Qualified  Stock
Option  Plans which  authorize  the  issuance  of shares of its Common  Stock to
persons that  exercise  options  granted  pursuant to the Plans.  The  Company's
employees,  directors,  officers,  consultants  and  advisors are eligible to be
granted options pursuant to the Plans,  provided however that bona fide services
must be rendered by such  consultants  or advisors and such services must not be
in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction.  The option  exercise  price is  determined by the Committee on the
date the option is granted.

     Stock  Bonus  Plans.  The Company has Stock Bonus Plans which allow for the
issuance  of shares  of  Common  Stock to its  employees,  directors,  officers,


                                       5
<PAGE>

consultants  and  advisors.  However bona fide  services must be rendered by the
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     Stock Compensation Plan. The Company's Stock Compensation Plan provides for
the  issuance  of shares of its  common  stock to its  officers,  directors  and
employees, as well as consultants,  that agree to receive shares of common stock
in lieu of all or part of the compensation owed to them by the Company.

     2014 Incentive Stock Bonus Plan.  CEL-SCI's 2014 Incentive Stock Bonus Plan
provides for the  issuance of shares of its common stock to officers,  directors
and employees of CEL-SCI as well as consultants to CEL-SCI when CEL-SCI  reaches
certain  performance  goals.  The primary purpose of the plan is to 1) align the
interests of those  Company  employees  whose work is essential to the Company's
ability to  commercialize  its patented  Multikine  technology with those of the
Company's  shareholders  through  performance  based  compensation and 2) to tie
these  key  employees  to the  Company  for  the  rest of the  foreseeable  drug
development phase of Multikine.

      On August 6, 2014 CEL-SCI's board of directors granted stock awards
("Awarded Shares") pursuant to the shareholder approved 2014 Plan to the persons
(the "Grantees") and in the amounts shown below.

            Grantee                    Awarded Shares (1)

            Geert Kersten                  5,800,000
            Eyal Talor                     3,100,000
            Patricia Prichep               3,100,000
            John Cipriano                  1,600,000

(1)  The Awarded  Shares (or a portion of the shares)  will only be earned based
     upon the  achievement  of  certain  significant  milestones  leading to the
     commercialization   of  CEL-SCI's   Multikine   technology  or  significant
     increases in the market price of CEL-SCI's common shares.

      Upon the achievement of the following performance goals, a percentage of
the Awarded Shares will be earned by the Grantees and will no longer be subject
to being forfeited to CEL-SCI.

     i.   Upon either (a) the enrollment of 350 patients in the Phase 3 head and
          neck  cancer  study or (b) the closing  price of a share of  CEL-SCI's
          common  stock on the primary  exchange  on which such common  stock is
          then traded  exceeds  $3.50 for ten  consecutive  trading  days,  each
          Grantee shall earn 25% of the Awarded Shares.


                                       6
<PAGE>


      ii.  Upon either (a) the full enrollment of patients in the Phase 3 head
           and neck cancer study or (b) the start of a pivotal clinical trial
           for Multikine (Leukocyte Interleukin, Injection) (the "Proprietary
           Technology") in a disease indication other than head and neck cancer
           or (c) the closing price of a share of CEL-SCI's common stock on the
           primary exchange on which the common stock is then traded exceeds
           $6.00 for ten consecutive trading days, each Grantee will earn 50% of
           the Awarded Shares, less any of the Awarded Shares previously earned.

      iii. Upon either (a) the end of the Phase 3 head and neck cancer study or
           any other pivotal study involving the Proprietary Technology, or (b)
           the closing price of a share of CEL-SCI's common stock on the primary
           exchange on which the common stock is then traded exceeds $9.00 for
           ten consecutive trading days, each Grantee will earn 75% of the
           Awarded Shares, less any of the Awarded Shares previously earned.

       iv. Upon either (a) the filing of the first marketing application for
           any pharmaceutical based upon the Proprietary Technology in any of
           the USA, Canada, UK, Germany, France, Italy, Spain, Japan, or
           Australia, or (b) the closing price of a share of CEL-SCI's common
           stock on the primary exchange on which the common stock is then
           traded exceeds $12.00 for ten consecutive trading days, each Grantee
           will earn 100% of the Awarded Shares, less any of the Awarded Shares
           previously earned.

      The stock price per share will be proportionately adjusted in the event of
any stock splits, stock dividends; recapitalizations or similar events.

      The Grantees may not sell, convey, transfer, pledge, encumber or otherwise
dispose of the Awarded Shares until the shares are earned.

      If the Grantee has not earned any part of the Awarded Shares as of August
6, 2017, all Awarded Shares will be forfeited and returned to CEL-SCI.

      The Grantees will forfeit and return to CEL-SCI all Awarded Shares that
have not been earned as of August 5, 2024.

      Summary. The following lists, as of August 15, 2014, the options and
shares granted pursuant to the Plans. Each option represents the right to
purchase one share of the Company's Common Stock.
<TABLE>

<S>                                   <C>            <C>          <C>              <C>
                                     Total         Shares        Shares
                                     Shares     Reserved for   Issued as       Remaining
                                    Reserved    Outstanding   Stock Bonus/   Options/Shares
Name of Plan                      Under Plans      Options    Compensation     Under Plans
------------                      -----------   ------------  ------------   --------------

Incentive Stock Option Plans       1,960,000     1,710,997         N/A            3,303
Non-Qualified Stock Option Plans   5,680,000     4,980,818         N/A          142,263
Stock Bonus Plans                  1,594,000         N/A        1,015,529       577,715
Stock Compensation Plan            1,350,000         N/A        1,030,293       319,707
Incentive Stock Bonus Plan        16,000,000         N/A       13,600,000     2,400,000
</TABLE>


                                       7
<PAGE>

      The following table lists the shares and options granted pursuant to the
Plans as of August 15, 2014.

                                                                  Stock
  Name of                            Option        Bonus       Compensation
Option Holder                      Shares (1)      Shares         Shares
-------------                      ----------      ------      ------------

Maximilian de Clara                  720,825            0               0
Geert R. Kersten                   1,733,300    5,846,738          47,814
Patricia B. Prichep                  820,230    3,138,429          23,681
Eyal Talor, Ph.D.                    740,272    3,131,374          23,578
Daniel Zimmerman, Ph.D.              413,400       23,678          12,746
John Cipriano                        155,600    1,600,000               0
Alexander G. Esterhazy               338,733            0          23,316
C. Richard Kinsolving, Ph.D.         349,400            0          23,316
Peter R. Young, Ph.D.                339,000            0          23,316
Other employees and consultants    1,081,055      875,310         536,053


(1) Represents shares issued or issuable upon exercise of stock options. The
    options held by CEL-SCI's officers and directors are exercisable at prices
    ranging from $0.85 to $20.00 per share. Certain options were granted in
    accordance with CEL-SCI's Salary Reduction Plan. Pursuant to the Salary
    Reduction Plan, any employee of CEL-SCI was allowed to receive options
    (exercisable at market price at time of grant) in exchange for a reduction
    in such employee's salary.

                          INCENTIVE STOCK OPTION PLANS

Securities to be Offered and Persons Who May Participate in the Plans

      All employees of the Company are eligible to be granted options pursuant
to the Plans as may be determined by the Company's Board of Directors which
administers the Plans.

      Options granted pursuant to the Plans terminate at such time as may be
specified when the option is granted.

      The total fair market value of the shares of Common Stock (determined at
the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.

      In the discretion of the Board of Directors, options granted pursuant to
the Plans may include installment exercise terms for any option such that the
option becomes fully exercisable in a series of cumulating portions. The Board
of Directors may also accelerate the date upon which any option (or any part of
any option) is first exercisable. However, no option, or any portion thereof may
be exercisable until one year following the date of grant. In no event shall an
option granted to an employee then owning more than l0% of the Common Stock of
the Company be exercisable by its terms after the expiration of five years from
the date of grant, nor shall any other option granted pursuant to the Plans be
exercisable by its terms after the expiration of ten years from the date of
grant.

                                       8
<PAGE>

Purchase of Securities Pursuant to the Plans

      The purchase price per share of common stock purchasable under an option
is determined by the Board of Directors but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning more than 10% of the Company's
outstanding shares). An option may be exercised, in whole or in part, at any
time, or in part, from time to time, during the option period, by giving written
notice of exercise to the Board of Directors at the Company's offices specifying
the number of shares to be purchased, such notice to be accompanied by payment
in full of the purchase price either by a payment of cash, bank draft or money
order payable to the Company. At the discretion of the Board of Directors
payment of the purchase price for shares of Common Stock underlying options may
be paid through the delivery of shares of the Company's Common Stock having an
aggregate fair market value equal to the option price, provided such shares have
been owned by the option holder for at least one year prior to such exercise. A
combination of cash and shares of Common Stock may also be permitted at the
discretion of the Board of Directors. No shares shall be issued until full
payment has been made. An optionee shall have the rights of a stockholder only
with respect to shares of stock for which certificates have been issued. Under
no circumstances may an option be exercised after the expiration of the option.

Tax Aspects of Incentive Stock Options Granted Under the Plans

     Options  granted under the Plans will be incentive stock options within the
meaning of Section 422 of the  Internal  Revenue  Code (the  "Code") and will be
subject to the provisions of the Code. Generally, if Common Stock of the Company
is issued to an employee  pursuant to an option granted as described  below, and
if no  disqualifying  disposition of such shares is made by such employee within
one year after the  transfer of such shares to him or within two years after the
date of grant: (a) no income will be realized by the employee at the time of the
grant of the option;  (b) no income will be realized by the employee at the date
of exercise;  (c) when the employee  sells such shares,  any amount  realized in
excess of the option  price will be taxed as a  long-term  capital  gain and any
loss  sustained  will be a long-term  capital loss; and (d) no deduction will be
allowed to the  Company  for  federal  income tax  purposes.  Generally,  if any
disqualifying  disposition of such shares is made by an employee within one year
after the  transfer of such shares to him, or within two years after the date of
grant,  the  difference  between the amount paid for the shares upon exercise of
the  option and the fair  market  value of the shares on the date the option was
exercised  will be  taxed as  ordinary  income  in the  year  the  disqualifying
disposition  occurs and the Company will be allowed a deduction for such amount.
However,  if such  disqualifying  disposition  is a sale or exchange for which a
loss would have been recognized (if sustained), the amount taxed to the employee
as ordinary income (and deductible by the Company) will be limited to the excess
of the amount  realized  upon such sale or exchange over the amount paid for the
shares  where such excess is less than the amount  referred to in the  preceding
sentence.  This  limitation  does not apply to a  disposition  of the type as to
which losses (if sustained)  are not recognized as deductible  losses for income
tax  purposes,  e.g., a gift, a sale to certain  related  persons or a so-called
"wash"  sale (a sale  within  30 days  before or after  the  acquisition  of the
Company's  shares or the receipt of an option or the entering into a contract to
buy the Company's shares). If the shares are sold in a disqualifying disposition
during  such  one-year  period and the amount  realized is in excess of the fair
market value of the shares at the time of exercise, such excess will be taxed as
a long-term or short-term capital gain depending upon the holding period.

                                       9
<PAGE>

      An employee who exercises an incentive stock option may be subject to the
alternative minimum tax since the difference between the option price and the
fair market value of the stock on the date of exercise is an item of tax
preference. However, no item of preference will result if a disqualifying
disposition is made of the optioned stock.

                        NON-QUALIFIED STOCK OPTION PLANS

Securities to be Offered and Persons Who May Participate in the Plans

      The Company's employees, directors and officers, and consultants or
advisors to the Company are eligible to be granted options pursuant to the Plans
as may be determined by the Company's Board of Directors which administers the
Plans, provided however that bona fide services must be rendered by such
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

      Options granted pursuant to the Plans terminate at such time as may be
specified when the option is granted.

      In the discretion of the Board of Directors options granted pursuant to
the Plans may include installment exercise terms for any option such that the
option becomes fully exercisable in a series of cumulating portions. The Board
of Directors may also accelerate the date upon which any option (or any part of
any option) is first exercisable. In no event shall an option be exercisable by
its terms after the expiration of ten years from the date of grant.

Purchase of Securities Pursuant to the Plans

      The purchase price per share of common stock purchasable under an option
is determined by the Board of Directors but cannot be less than the market price
of the Company's Common Stock on the date the option is granted. An option may
be exercised, in whole or in part, at any time, or in part, from time to time,
during the option period, by giving written notice of exercise to the Board of
Directors at the Company's offices specifying the number of shares to be
purchased, such notice to be accompanied by payment in full of the purchase
price either by a payment of cash, bank draft or money order payable to the
Company. At the discretion of the Board of Directors payment of the purchase
price for shares of Common Stock underlying options may be paid through the
delivery of shares of the Company's Common Stock having an aggregate fair market
value equal to the option price, provided such shares have been owned by the
option holder for at least one year prior to such exercise. A combination of
cash and shares of Common Stock may also be used at the discretion of the Board
of Directors. No shares shall be issued until full payment has been made. An
optionee shall have the rights of a stockholder only with respect to shares of
stock for which certificates have been issued. Under no circumstances may an
option be exercised after the expiration of the option.

Tax Aspects of Options Granted Under the Plans

     The difference  between the option price and the market value of the shares
on the date the option is exercised is taxable as ordinary income to an Optionee
at the time of exercise and to the extent such  difference  does not  constitute
unreasonable  compensation  is deductible  by the Company at that time.  Gain or
loss on any subsequent sale of shares received through the exercise of an option
will be treated as capital gain or loss.

                                       10
<PAGE>

      Since the amount of income realized by an Optionee on the exercise of an
option under the Plans represents compensation for services provided to the
Company, the Company may be required to withhold income taxes from the
Optionee's income even though the compensation is not paid in cash. To withhold
the appropriate tax on the transfer of the shares, the Company will (i) reduce
the number of shares issued or distributed to reflect the necessary withholding,
(ii) withhold the appropriate tax from other compensation due to the Optionee,
or (iii) condition the transfer of any shares to the Optionee on the payment to
the Company of an amount equal to the taxes required to be withheld.

                                STOCK BONUS PLANS

Securities to be Offered and Persons Who May Participate in the Plans

     Under the  Stock  Bonus  Plans,  the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company will be eligible to receive
a grant of the Company's  shares,  provided however that bona fide services must
be rendered by such  consultants  or advisors and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.  The aggregate number of shares which may be granted may not exceed
the amount  available  in the Bonus Share  Reserve.  The grant of the  Company's
shares rests entirely with the Company's Board of Directors which administer the
Plan.  It is also left to the Board of  Directors  to decide the type of vesting
and transfer restrictions which will be placed on the shares.

      Shares of Common Stock which may be granted under the Stock Bonus Plans
(the "Bonus Share Reserve") may consist, in whole or in part, of authorized but
unissued shares or treasury shares.

Tax Aspects of Shares Granted Pursuant to the Plan

      Any shares of stock transferred to any person pursuant to the Stock Bonus
Plan will be subject to the provisions of Section 83 of the Internal Revenue
Code. Consequently, if (and so long as) the shares received remain substantially
nonvested, the recipient of the shares will not have to include the value of
these shares in gross income. The shares will remain substantially nonvested so
long as they are subject to a substantial risk of forfeiture and are
nontransferable. A substantial risk of forfeiture exists if a person's rights in
the shares are conditioned upon the future performance of substantial services.
Nontransferability will exist if a person is restricted from selling, assigning
or pledging these shares, and, if transfer is permitted, a transferee is
required to take the shares subject to the substantial risk of forfeiture.
However, in the year such shares become either transferable or not subject to a
substantial risk of forfeiture, the recipient of the shares will be required to
include in gross income for that taxable year the excess of the share's fair
market value at the time they became vested over the amount (if any) paid for
such shares. This amount will be taxable as ordinary compensation income.

      There is available an election through which a person can choose to
recognize as ordinary income in the year of transfer the excess of the share's
fair market value at the time of transfer over the amount (if any) the person
paid for such shares. By making this election any future appreciation
(depreciation) in value will be treated as appreciation (depreciation)
attributable to a capital asset rather than as compensation income. An election
to be valid must be made within thirty (30) days of the date on which the shares
are issued by the Company.

                                       11
<PAGE>

      The Company does not recognize income when granting or transferring shares
to the recipient of the shares pursuant to the Plan. Furthermore, Section 83
permits the Company to take an ordinary business deduction equal to the amount
includible by the recipient of the shares in the year the recipient recognizes
the value of the shares as income.

                             STOCK COMPENSATION PLAN

Securities to be Offered and Persons Who May Participate in the Plan

      Pursuant to this Plan, up to 1,350,000 shares of common stock are reserved
for issuance to officers, directors and employees of the Company, as well as
consultants to the Company (collectively the "Participants") that agree to
receive shares of the Company's common stock in lieu of all or part of the
compensation owed to them by the Company.

      The Plan will terminate on December 31, 2014.

Acquisition of Securities Pursuant to the Plan

      If the Company is willing to offer shares of its common stock to any
Participant in accordance with the Plan, the Company will provide the
Participant with an Acceptance Form. A Participant wanting to accept the terms
outlined in the Acceptance Form will be required to sign the form and return it
to the Company by the date indicated on the form.

      The number of shares to be offered to each Participant will be equal to
the number determined by dividing the compensation to be satisfied through the
issuance of shares by the Price per Share. The Price per Share will be equal to
the closing price of the Company's common stock on the date prior to the date
the Acceptance Form is delivered to the Participant except that a higher or a
lower price may be set by the Company's Compensation Committee. However in no
case may the Price per Share be less than 80% of the closing price of the
Company's common stock on the date prior to the date the Acceptance Form is
delivered to the Participant.

      The Company, in its sole discretion, may determine that any eligible
Participant will not, on any or on one or more occasions, be offered the
opportunity to receive shares of common stock pursuant to this Plan.

      The agreement of any Participant to accept shares of common stock in lieu
of compensation is subject to approval by the Company's board of directors,
which approval may be refused for any reason.

      At the option of the Company, the shares of stock issuable pursuant to the
Plan will be restricted securities as that term is defined in Rule 144 of the
Securities and Exchange Commission.

Tax Aspects of Shares Received Pursuant to the Plan

     At the time the shares  are  issued,  the  Participant  will incur  taxable
income equal to the market price of the  Company's  common stock on the date the
Company's board of directors approves the issuance of shares to the Participant.


                                       12
<PAGE>

If the Participant is employed by the Company on the date the shares are issued,
the  Company  may require  the  Participant  to pay the  Company all  applicable
federal and state withholding taxes with respect to such income or, may withhold
such amounts from the  Participant.  If the  Participant  is not employed by the
Company on the date the shares are  issued,  the  delivery  of the shares may be
conditioned,  at the Company's  option,  upon the  Participant  tendering to the
Company an amount equal to all applicable  federal and state withholding  taxes.
Federal  withholding taxes will be based upon the then current provisions of the
Internal  Revenue Code for  withholding  taxes plus the  Participant's  share of
Social Security and Medicaid taxes.

                         2014 INCENTIVE STOCK BONUS PLAN

Securities to be Offered and Persons Who May Participate in the Plan

     The Plan enables  executive  officers and other employees (the "Grantees"),
who contribute  significantly  to the success of the Company,  to participate in
its future  prosperity  and growth and aligns their  interests with those of the
shareholders.  The  purpose of the Plan is to provide  long term  incentive  for
outstanding  service  to the  Company  and its  shareholders  and to  assist  in
recruiting  and  retaining  people of  outstanding  ability  and  initiative  in
executive and management positions.  Pursuant to the Plan the Company's board of
directors can award Grantees shares of the Company's  common stock (the "Awarded
Shares")  which  can be  earned  or  forfeited  according  to  those  conditions
specified at the time the Awarded Shares are granted.

Tax Aspects of Shares Received Pursuant to the Plan

      Any shares of stock transferred to any person pursuant to the 2014
Incentive Stock Bonus Plan will be subject to the provisions of Section 83 of
the Internal Revenue Code. Consequently, if (and so long as) the shares received
remain substantially nonvested, the recipient of the shares will not have to
include the value of these shares in gross income. The shares will remain
substantially nonvested so long as they are subject to a substantial risk of
forfeiture and are nontransferable. A substantial risk of forfeiture exists if a
person's rights in the shares are conditioned upon the future performance of
substantial services. Nontransferability will exist if a person is restricted
from selling, assigning or pledging these shares, and, if transfer is permitted,
a transferee is required to take the shares subject to the substantial risk of
forfeiture. However, in the year such shares become either transferable or not
subject to a substantial risk of forfeiture, the recipient of the shares will be
required to include in gross income for that taxable year the excess of the
share's fair market value at the time they became vested over the amount (if
any) paid for such shares. This amount will be taxable as ordinary compensation
income.

      There is available an election through which a person can choose to
recognize as ordinary income in the year of transfer the excess of the share's
fair market value at the time of transfer over the amount (if any) the person
paid for such shares. By making this election any future appreciation
(depreciation) in value will be treated as appreciation (depreciation)
attributable to a capital asset rather than as compensation income. An election
to be valid must be made within thirty (30) days of the date on which the shares
are issued by the Company.

      The Company does not recognize income when granting or transferring shares
to the recipient of the shares pursuant to the Plan. Furthermore, Section 83
permits the Company to take an ordinary business deduction equal to the amount
includible by the recipient of the shares in the year the recipient recognizes
the value of the shares as income.


                                       13
<PAGE>


                      OTHER INFORMATION REGARDING THE PLANS

      All shares to be issued pursuant to the Plans will, prior to the time of
issuance, constitute authorized but unissued shares or treasury shares.

      The terms and conditions upon which a person will be permitted to assign
or hypothecate options or shares received pursuant to any of the Plans will be
determined by the Company's Compensation Committee which administers the Plans.
In general, however, options are non-transferable except upon death of the
option holder. Shares issued pursuant to the Stock Bonus Plan will generally not
be transferable until the person receiving the shares satisfies any vesting
requirements imposed by the Committee when the shares were issued.

      Any shares issued pursuant to the Stock Bonus Plan, or the 2014 Incentive
Stock Bonus Plan, and any options granted pursuant to the stock option Plans,
will be forfeited if the "vesting" schedule established by the Committee
administering the Plan at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled.

      Employment by the Company does not include a right to receive bonus shares
or options pursuant to the Plans. Only the Board of Directors has the authority
to determine which persons shall be issued bonus shares or granted options and,
subject to the limitations described elsewhere in this Prospectus and in the
Plans, the number of shares of Common Stock issuable as bonus shares or upon the
exercise of any options.

    The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.

      The description of the federal income tax consequences as set forth in
this Prospectus is intended merely as an aid for such persons eligible to
participate in the Plans, and the Company assumes no responsibility in
connection with the income tax liability of any person receiving shares or
options pursuant to the Plans. Persons receiving shares or options pursuant to
the Plans are urged to obtain competent professional advice regarding the
applicability of federal, state and local tax laws.

      As of the date of this Prospectus, and except with respect to shares or
options which have not yet vested, no terms of any Plan or any contract in
connection therewith creates in any person a lien on any of the securities
issuable by the Company pursuant to the Plans.

                           ADMINISTRATION OF THE PLANS

     The Plans are administered by the Company's Compensation  Committee,  which
is appointed by the  Company's  Board of Directors.  All  directors  serve for a
one-year term or until their successors are elected. Any director may be removed
at any time by a  majority  vote of the  Company's  shareholders  present at any
meeting called for the purpose of removing a director.  Any vacancies  which may
occur on the Board of Directors will be filled by the remaining  Directors.  The


                                       14
<PAGE>

Board of Directors is vested with the authority to interpret  the  provisions of
the Plans and supervise the administration of the Plans. In addition,  the Board
of Directors is empowered,  to select eligible  employees of the Company to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

      The Company's directors are elected each year at the annual shareholder's
meeting.

                         RESALE OF SHARES BY AFFILIATES

      Shares of Common Stock acquired pursuant to the Plans may be resold
freely, except as may be limited by agreement between the Company and the Plan
participant and except that any person deemed to be an "affiliate" of the
Company, within the meaning of the Securities Act of l933 (the "Act") and the
rules and regulations promulgated thereunder, may not sell shares acquired by
virtue of the Plans unless such shares are sold by means of a special
Prospectus, are otherwise registered by the Company under the Securities Act for
resale by such person or an exemption from registration under the Act is
available. In any event, the sale of shares by affiliates will be limited in
amount to the number of shares which can be sold by Rule 144. An employee who is
not an officer or director of the Company generally would not be deemed an
"affiliate" of the Company.

      In addition, the of shares or options by officers and directors will
generally be considered a "sale" for purposes of Section l6(b) of the Securities
Exchange Act of l934.

                AMENDMENT, SUSPENSION OR TERMINATION OF PLANS

      The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner they
deem appropriate, provided that such amendment, termination or suspension shall
not adversely affect rights or obligations with respect to shares or options
previously granted.

                           DESCRIPTION OF COMMON STOCK

      The Common Stock issued as a stock bonus and the Common Stock issuable
upon the exercise of any options granted pursuant to the Plans entitles holders
to receive such dividends, if any, as the Board of Directors declares from time
to time; to cast one vote per share on all matters to be voted upon by
stockholders; and to share ratably in all assets remaining after the payment of
liabilities in the event of liquidation, dissolution or winding up of the
Company. The shares carry no preemptive rights. All shares offered under the
Plans will, upon issuance by the Company (and against receipt of the purchase
price in the case of options), be fully paid and non-assessable.




                                       15


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
