<SEC-DOCUMENT>0001004878-16-000344.txt : 20160115
<SEC-HEADER>0001004878-16-000344.hdr.sgml : 20160115
<ACCEPTANCE-DATETIME>20160115164816
ACCESSION NUMBER:		0001004878-16-000344
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20160113
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160115
DATE AS OF CHANGE:		20160115

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		161345933

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>form8kamd101declarasale1-16.txt
<DESCRIPTION>8-K AMEND RE SALE TO DE CLARA TRUST
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): January 13, 2016


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


        Colorado                          0-11503                84-0916344
  --------------------             ------------------        -----------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
 of incorporation)                                           Identification No.)


                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
              ---------------------------------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (703) 506-9460


                                       N/A
              ---------------------------------------------------
          (Former name or former address if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written  communications  pursuant  to Rule 425  under the  Securities  Act
    (17CFR 230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12  under the  Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
    Exchange Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
    Exchange Act (17 CFR 240.13e-14c))
<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement

     On January 13, 2016 the Company sold  3,000,000  shares of its common stock
and 3,000,000 warrants to the de Clara Trust for $1,110,000.  The de Clara Trust
is controlled by Geert  Kersten,  the Company's  Chief  Executive  Officer and a
director.  Each  warrant  allows the de Clara Trust to purchase one share of the
Company's  common  stock at a price of $0.37  per share at any time on or before
January 13, 2021.

     The  Company's  directors  have  determined  that the terms of the Series N
warrants  held by the de Clara  Trust will not be changed and will have the same
terms as were in existence prior to January 13, 2016.



Item 9.01   Financial Statements and Exhibits.

Exhibit     Description
-------     -----------

  5         Opinion of Hart & Hart, LLC

10(fff)     Subscription Agreement

10(ggg)     Form of Warrant (Series X)

 23         Consent of Hart & Hart, LLC





                                       2

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  January 15, 2016                  CEL-SCI CORPORATION


                                         By: /s/ Patricia B. Prichep
                                             --------------------------------
                                             Patricia B. Prichep,
                                             Senior Vice President of Operations



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8kamd101ex51-16.txt
<DESCRIPTION>EXH. 5 - LEGAL OPINION
<TEXT>

                                    EXHIBIT 5




<PAGE>



                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                      (303) 839-0061                Fax: (303) 839-5414

                                January 13, 2016


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


     This letter will  constitute  our opinion  upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of:

     o    up to 3,000,000 shares of common stock;

     o    warrants to purchase up to 3,000,000 shares of common stock;

     o    up to 3,000,000  shares of common stock  issuable upon the exercise of
          the warrants;

all as  referred  to in  the  Registration  Statement  on  Form  S-3  (File  No.
333-196243)(the "Registration Statement") filed with the Securities and Exchange
Commission,  declared  effective by the Securities and Exchange  Commission (the
"Commission")   on  July  8,  2014,   the  prospectus   included   therein  (the
"Prospectus")  and the  prospectus  supplement,  dated  January  13,  2016  (the
"Prospectus  Supplement"),  filed with the Commission pursuant to Rule 424(b) of
the rules and regulations of the Securities Act.

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

     o    the shares of common stock  mentioned  above,  when sold in the manner
          described  in the  Registration  Statement,  the  Prospectus  and  the
          Prospectus  Supplement,  have been  legally  issued  and these  shares
          represent  fully paid and  non-assessable  shares of CEL-SCI's  common
          stock;

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


<PAGE>



     o    the shares of common stock issuable upon the exercise of the warrants,
          when sold in the manner described in the Registration  Statement,  the
          Prospectus and the Prospectus  Supplement,  will be legally issued and
          will  represent  fully  paid and  non-assessable  shares of  CEL-SCI's
          common stock.

                                          Very truly yours,

                                          HART & HART, LLC

                                          /s/  William T. Hart

                                          William T. Hart



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8kamd101ex10fff1-16.txt
<DESCRIPTION>EXH. 10(FFF) - DE CLARA TRUST SUB AGREE
<TEXT>

                                EXHIBIT 10 (fff)




<PAGE>



                               CEL-SCI CORPORATION

                             SUBSCRIPTION AGREEMENT

     1.  Subscription.  I hereby  agree to purchase  3,000,000  Units of CEL-SCI
Corporation  (the  "Company")  at a price of $0.37 per Unit (US$) in  accordance
with the terms and conditions of this Subscription Agreement,  for an investment
of $1,110,000.

     Each Unit  consists  of one  share of the  Company's  common  stock and one
warrant.  Each warrant  allows the holder to purchase one share of the Company's
common stock for $0.37 at any time on or before to January 13, 2021.

     The  shares of common  stock and the shares  underlying  the  warrants  are
sometimes referred to in this Subscription Agreement as the "Securities".

     2.  Representations and Warranties.  I warrant and represent to the Company
that:

     a. I have had the  opportunity  to review all  filings  made by the Company
during the past two years with the Securities and Exchange Commission.

     b. I (and my purchaser  representative,  if any) have had an opportunity to
ask  questions  of,  and  receive  answers  from  the  officers  of the  Company
concerning the Company's business and affairs.

     c. I understand that prices for the Company's  common stock on the American
Stock Exchange have been volatile in the past.

     d. By virtue of my net worth and by reason of my knowledge  and  experience
in financial and business matters in general,  and investments in particular,  I
am  capable  of  evaluating  the  merits  and  risks  of an  investment  in  the
Securities.

     e. I am capable of  bearing  the  economic  risks of an  investment  in the
Securities.

     f. My  present  financial  condition  is such that I am under no present or
contemplated  future need to dispose of any portion of the Securities to satisfy
any existing or contemplated undertaking, need or indebtedness.

     g. I hereby represent and warrant that all the representations,  warranties
and acknowledgments  contained in this Subscription Agreement are true, accurate
and complete as of the date hereof.

     3.  Accredited or Other  Special  Investors.  I am (initial all  applicable
responses):

         ____ An organization described in Section 501(c)(3) of the Internal
              Revenue Code, a corporation or a partnership with total assets in
              excess of $5,000,000.

         ____  A natural person (as opposed to a corporation, partnership, trust
               or other legal entity) whose net worth, or joint net work
               together with his/her spouse, exceeds $1,000,000.

                                       1
<PAGE>

         ____  Any trust, with total assets in excess of $5,000,000, not formed
               for the specific purpose of acquiring the securities offered,
               whose purchase is directed by a sophisticated per son as
               described in Section 506(b)(2)(ii) of Regulation D.

         ____  A natural person (as opposed to a corporation, partnership, trust
               or other legal entity) whose individual income was in excess of
               $200,000 in each of the two most recent years (or whose joint
               income with such person's spouse was at least $300,000 during
               such years) and who reasonably expects an income in excess of
               such amount in the current year.

         ____  A corporation, partnership, trust or other legal entity (as
               opposed to a natural person) and all of such entity's equity
               owners fall into one or more of the categories enumerated above.

     4.  Transfer/Registration  Rights. I understand that the Securities may not
be sold or otherwise transferred except pursuant to a registration  statement or
in a private transaction.

     5. Offshore Transaction. If I (the "Buyer") am not a resident of the United
States, and if the securities were not offered or sold within the United States,
then I warrant and represent to the Company the following:

     (i)  The Buyer is not a U.S.  Person (as defined in Regulation S) or if the
          Buyer is not a natural person,  is not organized under the laws of any
          jurisdiction within the United States, was not formed by a U.S. Person
          for the purpose of  investing in  Regulation  S securities  and is not
          otherwise  a U.S.  Person.  The  Buyer  is  not,  and on the  date  of
          acceptance of this Agreement by the Seller,  will not be, an affiliate
          of the Company;

     (ii) At the time the buy order was  originated,  the Buyer was  outside the
          United  States and is  outside of the United  States as of the date of
          the execution and delivery of this Agreement;

     (iii) No offer to  purchase  the  Securities  was made by the  Buyer in the
          United States;

     6. Closing.  The payment for the Securities  will be made upon the approval
of the issuance of the Securities by the NYSE MKT.

     7.  Notices.  Any notices or other  communications  required  or  permitted
hereby shall be  sufficiently  given if sent by  registered  or certified  mail,
postage  prepaid,  return  receipt  requested,  and, if to the  Company,  at the
address to which this letter Subscription Agreement is addressed, and, if to me,
at the address set forth below my signature  hereto,  or to such other addresses
as either the Company or I shall designate to the other by notice in writing.

     8.  Successors and Assigns.  This  Subscription  Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and to the successors
and assigns of the Company and to my personal and legal representatives,  heirs,
guardians, successors and permitted assignees.

                                       2
<PAGE>

     9. Reliance Upon Representations. I understand that the Company is relying
upon the accuracy of the  representations  and  warranties  which I have made in
this  agreement.  I agree to indemnify  the Company (and any control  persons of
such  entities)  for any loss  they may  suffer  as the  result  of any false or
misleading  warranty,  representation or statement of facts which I have made in
connection with the purchase of the Securities.

     10. Entire  Agreement.  This Subscription  Agreement  represents the entire
Agreement  concerning  my purchase of the  Securities  and  replaces any and all
prior agreements or understandings, whether oral or written.

     112.  Applicable  Law/Arbitration.  This Agreement shall be governed in all
respects by the internal laws of the Commonwealth of Virginia, without regard to
the choice of law  provision  thereof.  Any claim,  controversy  or dispute with
respect to this Agreement or the Securities  will be settled by means of binding
arbitration  in  Vienna,  Virginia.  In any  litigation,  arbitration,  or court
proceeding between the Company and the Investor relating to this Agreement,  the
prevailing  party shall be entitled to reasonable  attorneys'  fees and expenses
incurred.

                                       3
<PAGE>

     IN WITNESS WHEREOF, I have executed and sealed this Subscription  Agreement
this 13th day of January, 2016.

The de Clara Trust
---------------------                            -----------------------
Typed or Printed Name                            Signature of Subscriber



ACCEPTED:
CEL-SCI CORPORATION

By:______________________

Dated:_______________              RETURN THIS SUBSCRIPTION AGREEMENT TO:

                                   CEL-SCI Corporation
                                   8229 Boone Blvd. #802
                                   Vienna, VA 22182, USA
                                   Fax: USA (703) 506-9471


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form8kamd101ex10ggg1-16.txt
<DESCRIPTION>EXH. 10(GGG) - SERIES X WARRANT
<TEXT>


                                EXHIBIT 10 (ggg)




<PAGE>

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR CEL-SCI  CORPORATION  SHALL HAVE RECEIVED AN
OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT  AND  UNDER  THE  PROVISIONS  OF  APPLICABLE  STATE  SECURITIES  LAWS IS NOT
REQUIRED.


                               WARRANT TO PURCHASE

                                    3,000,000

                           SHARES OF THE COMMON STOCK

                                       OF

                               CEL-SCI CORPORATION

                                    SERIES X

                            Expires January 13, 2021

Date of Issuance:  January 13, 2016

     FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth,  the
undersigned,  CEL-SCI  Corporation,  a Colorado  corporation  (together with its
successors and assigns, the "Issuer"),  hereby certifies that the de Clara Trust
or its registered assigns is entitled to subscribe for and purchase,  during the
period specified in this Warrant,  up to 3,000,000 shares (subject to adjustment
as hereinafter provided) of the duly authorized,  validly issued, fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect,  subject,  however,  to the  provisions and
upon the terms and conditions  hereinafter set forth.  Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 9 hereof.

     1. Term.  The right to subscribe  for and purchase  shares of Warrant Stock
represented  hereby  shall  commence on the date of issuance of this Warrant and
shall expire at 5:00 p.m.,  Eastern time, on January 13, 2021 (such period being
the "Term").  The warrant price shall be $0.37,  subject to adjustment from time
to  time as  shall  result  from  the  adjustments  specified  in this  Warrant,
including Section 4 hereto.

     2.  Method of  Exercise  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

     (a) Time of Exercise.  The purchase rights  represented by this Warrant may
be  exercised  in whole or in part at any time and from time to time  during the
Term.

                                       1
<PAGE>

     (b) Method of Exercise.  The Holder hereof may exercise  this  Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable at such Holder's election by certified or official bank check
or by wire  transfer  to an  account  designated  by the  Issuer or by  cashless
exercise.  In the  alternative,  this  Warrant  may be  exercised  by means of a
"cashless" exercise in accordance with standard methods.

     (c)  Issuance of Stock  Certificates.  In the event of any  exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise,  and the  Holder  hereof  shall be deemed for all  purposes  to be the
Holder  of the  shares  of  Warrant  Stock so  purchased  as of the date of such
exercise,  and (ii) unless this Warrant has expired, a new Warrant  representing
the  number of shares of  Warrant  Stock,  if any,  with  respect  to which this
Warrant shall not then have been exercised  (less any amount thereof which shall
have been  canceled  in  payment  or partial  payment  of the  Warrant  Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  Transferability of Warrant.  Subject to Section 2(e), this Warrant may
be  transferred  by a Holder  without the consent of the Issuer.  If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (e) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants  for the  purchase  of the same  aggregate  number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of  Warrant  Stock as the  Holder  hereof  shall  designate  at the time of such
exchange.  All Warrants  issued on  transfers  or  exchanges  shall be dated the
Original  Issue Date and shall be identical  with this Warrant  except as to the
number of shares of Warrant Stock issuable pursuant hereto.

     (e) Compliance with Securities Laws.

          (i) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired  solely for the Holder's own account and not as a
     nominee for any other party,  and for investment,  and that the Holder will
     not  offer,  sell or  otherwise  dispose  of this  Warrant or any shares of
     Warrant  Stock to be issued  upon  exercise  hereof  except  pursuant to an
     effective registration statement, or an exemption from registration,  under
     the Securities Act and any applicable state securities laws.

                                       2
<PAGE>

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates  representing  shares of Warrant  Stock  issued upon  exercise
     hereof shall be stamped or  imprinted  with a legend in  substantially  the
     following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
            NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
            UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
            OR CEL-SCI CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL
            THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
            UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
            REQUIRED.

          (iii)  The  restrictions  imposed  by this  subsection  (e)  upon  the
     transfer  of this  Warrant or the shares of Warrant  Stock to be  purchased
     upon exercise hereof shall  terminate (A) when such  securities  shall have
     been  resold  pursuant to an  effective  registration  statement  under the
     Securities Act, (B) upon the Issuer's receipt of an opinion of counsel,  in
     form and substance reasonably satisfactory to the Issuer,  addressed to the
     Issuer to the  effect  that such  restrictions  are no longer  required  to
     ensure  compliance with the Securities Act and state securities laws or (C)
     upon the Issuer's receipt of other evidence reasonably  satisfactory to the
     Issuer that such  registration and  qualification  under the Securities Act
     and state  securities  laws are not required.  Whenever  such  restrictions
     shall cease and  terminate as to any such  securities,  the Holder  thereof
     shall be entitled  to receive  from the Issuer (or its  transfer  agent and
     registrar), without expense (other than applicable transfer taxes, if any),
     new  Warrants  (or,  in the case of  shares  of  Warrant  Stock,  new stock
     certificates)  of like tenor not bearing the applicable  legend required by
     paragraph (ii) above  relating to the  Securities Act and state  securities
     laws.

          (iv) It is the intent of this Section 2(e) that if the Warrant  Shares
     are covered by an effective registration statement, or can be sold pursuant
     to Rule 144(k),  the  certificate  representing  the Warrant Shares will be
     issued without a restricted  legend.  If the Warrant Shares are not covered
     by an effective registration  statement, or cannot be sold pursuant to Rule
     144(k), the certificate representing the Warrant Shares will be issued with
     a standard  restricted legend.  Under no circumstances will the Company pay
     cash upon the exercise of the Warrant.

     (f) Continuing Rights of Holder.  The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

                                       3
<PAGE>

     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant  Stock which may be issued upon the  exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized,  validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through  Issuer.  The Issuer  further  covenants  and agrees  that
during the period within which this Warrant may be exercised, the Issuer will at
all times  have  authorized  and  reserved  for the  purpose  of the issue  upon
exercise  of this  Warrant a  sufficient  number  of  shares of Common  Stock to
provide for the exercise of this Warrant.

     (b) Reservation.  If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

     (c)  Covenants.  The  Issuer  shall not by any  action  including,  without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner  that  would  adversely  affect  in any way the  powers,  preferences  or
relative participating,  optional or other special rights of the Common Stock or
which would  adversely  affect the rights of the Holders of the Warrants,  (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and  nonassessable  shares of Common Stock,
free and clear of any liens,  claims,  encumbrances and restrictions (other than
as provided  herein)  upon the exercise of this  Warrant,  and (iv) use its best
efforts to obtain  all such  authorizations,  exemptions  or  consents  from any
public  regulatory  body  having  jurisdiction  thereof  as  may  be  reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or

                                       4
<PAGE>

destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     4.  Adjustment of Warrant  Price and Warrant  Share  Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

     (a) In case the Issuer  shall (i) pay a dividend in shares of Common  Stock
or make a distribution  in shares of Common Stock to holders of its  outstanding
Common  Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a
greater number of shares,  (iii) combine its outstanding  shares of Common Stock
into a smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the Warrant Shares
shall be adjusted  so that the Holder  shall be entitled to receive the kind and
number of Warrant  Shares or other  securities of the Issuer which it would have
owned or have been  entitled  to receive  had this  Warrant  been  exercised  in
advance  thereof.  Upon each such  adjustment  of the kind and number of Warrant
Shares or other  securities of the Issuer which are purchasable  hereunder,  the
Holder  shall  thereafter  be  entitled  to  purchase  Warrant  Shares  or other
securities resulting from such adjustment at a price obtained by multiplying the
Warrant Price in effect  immediately  prior to such  adjustment by the number of
Warrant Shares purchasable  pursuant hereto immediately prior to such adjustment
and dividing by the number of Warrant  Shares or other  securities of the Issuer
resulting from such  adjustment.  An adjustment  made pursuant to this paragraph
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the record date, if any, for such event.

     (b) In case the Issuer shall reorganize its capital, reclassify its capital
stock,  consolidate or merge with or into another  corporation (where the Issuer
is not the surviving  corporation or where there is a change in or  distribution
with respect to the Common Stock of the Issuer),  or sell, transfer or otherwise
dispose of all or substantially all its property,  assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger,  consolidation  or disposition of assets,  shares of common stock of the
successor  or  acquiring  corporation,  or any  cash,  shares  of stock or other
securities  or property of any nature  whatsoever  (including  warrants or other
subscription  or purchase  rights) in addition to or in lieu of common  stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or  distributed  to the holders of Common  Stock of the Issuer,  then the Holder
shall have the right thereafter to receive,  upon exercise of this Warrant,  the
number of shares of Common Stock of the successor or acquiring corporation or of
the Issuer, if it is the surviving  corporation,  and Other Property  receivable
upon  or  as  a  result  of  such  reorganization,   reclassification,   merger,
consolidation  or  disposition  of assets by a Holder of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
event.   In  case  of  any  such   reorganization,   reclassification,   merger,
consolidation or disposition of assets,  the successor or acquiring  corporation
(if  other  than  the  Issuer)  shall  expressly  assume  the due  and  punctual
observance  and  performance  of each and every  covenant and  condition of this

                                       5
<PAGE>

Warrant to be performed and observed by the Issuer and all the  obligations  and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Issuer) in order to provide for  adjustments  of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 4(b).

     (c) Number of Warrant  Shares.  Simultaneously  with any  adjustment to the
Warrant Price pursuant to paragraphs  (a) or (b) of this Section,  the number of
Warrant  Shares that may be purchased  upon  exercise of this Warrant  following
such  adjustment  will be the number of Warrant Shares prior to such  adjustment
multiplied by the Warrant Price in effect after such  adjustment  and divided by
the Warrant Price prior to such adjustment.

     (d)  Calculations.  All calculations  under this Section 4 shall be made to
the nearest cent or the nearest 1/100th of a share, as applicable. The number of
shares of Common Stock  outstanding  at any given time shall not include  shares
owned or held by or for the account of the Company,  and the  disposition of any
such shares shall be considered an issue or sale of Common Stock.

     5.  Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting firms selected by the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm
to object thereto,  in which case such Holder shall select another such firm and
the Issuer  shall  have no such right of  objection.  The firm  selected  by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written  opinion as to such  matters to the Issuer and such  Holder
within thirty (30) days after  submission  to it of such  dispute.  Such opinion
shall be final and binding on the parties hereto.  The fees and expenses of such
accounting firm shall be paid by the Holder.

     6. Fractional  Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

     7. Ownership Cap and Certain Exercise Restrictions.

     (a) Notwithstanding  anything to the contrary set forth in this Warrant, at
no time may a holder of this  Warrant  exercise  this  Warrant  if the number of
shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated  with all other  shares of Common  Stock owned by such holder at such
time,  the number of shares of Common  Stock which  would  result in such holder
owning more than  4.999% of all of the Common  Stock  outstanding  at such time;
provided,  however, that upon a holder of this Warrant providing the Issuer with

                                       6
<PAGE>

sixty-one (61) days notice (pursuant to Section 13 hereof) (the "Waiver Notice")
that such holder would like to waive this Section 7(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a)
will be of no force or effect  with  regard to all or a portion  of the  Warrant
referenced in the Waiver Notice; provided, further, that this provision shall be
of no  further  force or effect  during  the  sixty-one  (61)  days  immediately
preceding the expiration of the term of this Warrant.

     (b) The Holder may not  exercise  the Warrant  hereunder to the extent such
exercise  would  result in the  Holder  beneficially  owning (as  determined  in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application of this Section.

     8. Reserved.

     9. Definitions.  For the purposes of this Warrant, the following terms have
the following meanings:

          "Articles of Incorporation" means the Articles of Incorporation of the
     Issuer as in effect on the Original  Issue Date, and as hereafter from time
     to time amended, modified,  supplemented or restated in accordance with the
     terms hereof and thereof and pursuant to applicable law.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares,  interests,
     participations or other equivalents of or interests in (however designated)
     corporate  stock,  including,  without  limitation,  shares of preferred or
     preference  stock,  (ii) all  partnership  interests  (whether  general  or
     limited)  in any  Person  which  is a  partnership,  (iii)  all  membership
     interests or limited  liability  company interests in any limited liability
     company,  and (iv) all equity or  ownership  interests in any Person of any
     other type.

          "Common Stock" means the Common Stock,  par value $.001 per share,  of
     the Issuer and any other  Capital Stock into which such stock may hereafter
     be changed.

          "Governmental   Authority"  means  any  governmental,   regulatory  or
     self-regulatory entity, department, body, official, authority,  commission,
     board,  agency or  instrumentality,  whether  federal,  state or local, and
     whether domestic or foreign.

          "Holders"  mean  the  Persons  who  shall  from  time to time  own any
     Warrant. The term "Holder" means one of the Holders.

          "Issuer" means CEL-SCI Corporation,  a Colorado  corporation,  and its
     successors.

          "Original Issue Date" means January 13, 2016.

                                       6
<PAGE>

          "Person" means an individual,  corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Securities"  means  any  debt or  equity  securities  of the  Issuer,
     whether now or hereafter  authorized,  any instrument  convertible  into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to  purchase  or acquire any  Security.  "Security"  means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
     similar federal statute then in effect.

          "Warrant  Price" means U.S.  $0.37 as such price may be adjusted  from
     time to  time as  shall  result  from  the  adjustments  specified  in this
     Warrant, including Section 4 hereto.

          "Warrant  Share  Number"  means at any time the  aggregate  number  of
     shares of Warrant  Stock which may at such time be purchased  upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant  Shares" or "Warrant  Stock" means Common Stock issuable upon
     exercise of any Warrant or Warrants or otherwise  issuable  pursuant to any
     Warrant or Warrants.

          10. Other Notices. In case at any time:

                    (A)  the Issuer shall make any  distributions to the holders
                         of Common Stock; or

                    (B)  the Issuer shall  authorize the granting to all holders
                         of its  Common  Stock of  rights  to  subscribe  for or
                         purchase any shares of Capital Stock of any class or of
                         any Common Stock  Equivalents  or other rights;  or

                    (C)  there  shall  be any  reclassification  of the  Capital
                         Stock of the Issuer; or

                    (D)  there  shall  be  any  capital  reorganization  by  the
                         Issuer; or

                    (E)  there  shall  be  any  (i)   consolidation   or  merger
                         involving  the Issuer or (ii) sale,  transfer  or other
                         disposition of all or substantially all of the Issuer's
                         property,  assets or business (except a merger or other
                         reorganization   in  which  the  Issuer  shall  be  the
                         surviving  corporation  and its shares of Capital Stock
                         shall  continue to be  outstanding  and  unchanged  and
                         except a consolidation, merger, sale, transfer or other
                         disposition involving a wholly-owned Subsidiary); or

                                       8
<PAGE>
                    (F)  there shall be a voluntary or involuntary  dissolution,
                         liquidation  or winding-up of the Issuer or any partial
                         liquidation of the Issuer or distribution to holders of
                         Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or winding-up,  as the case may be. Such notice shall be given at least ten (10)
days  prior to the action in  question  and not less than ten (10) days prior to
the record date or the date on which the Issuer's  transfer  books are closed in
respect thereto.  The Issuer shall give to the Holder notice of all meetings and
actions by written  consent  of its  stockholders,  at the same time in the same
manner as notice of any  meetings  of  stockholders  is  required to be given to
stockholders who do not waive such notice (or, if such requires no notice,  then
two (2) Trading Days written  notice  thereof  describing the matters upon which
action  is to be  taken).  The  Holder  shall  have  the  right  to send two (2)
representatives  selected  by it to each  meeting,  who  shall be  permitted  to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive  copies of all  financial  and other  information
distributed or required to be distributed to the holders of the Common Stock.

     11.  Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Holder; provided, however, that no such amendment or waiver shall
reduce the Warrant Share Number,  increase the Warrant Price, shorten the period
during  which this  Warrant may be  exercised  or modify any  provision  of this
Section 11 without the consent of the Holder of this Warrant.

     12.  Governing  Law.  THIS  WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF COLORADO,  WITHOUT  GIVING  EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.

     13.  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally  recognized  overnight courier service or
(iv)  actual  receipt by the party to whom such  notice is required to be given.
The  addresses  for such  communications  shall be with respect to the Holder of
this  Warrant or of Warrant  Stock  issued  pursuant  hereto,  addressed to such
Holder at its last known address or facsimile  number  appearing on the books of

                                       9
<PAGE>

the  Issuer  maintained  for  such  purposes,  or with  respect  to the  Issuer,
addressed to:

                        CEL-SCI Corporation
                        8229 Boone Boulevard
                        Suite 802
                        Vienna, Virginia 22182
                        Attention:  Geert Kersten
                        Fax:  (703) 506-9460
                        Telephone:  (703) 506-9471

     with copies (which copies shall not constitute notice to the Company) to:

                        William T. Hart, Esq.
                        Hart &Hart, LLC
                        1624 Washington Street
                        Denver, Colorado  80203
                        Fax: (303) 839-5414
                        Telephone: (303) 839-0061

Copies  of  notices  to the  Holder  shall be sent to the  address  shown on the
signature  page to this  Warrant.  Any party hereto may from time to time change
its address for notices by giving at least ten (10) days written  notice of such
changed address to the other party hereto.

     14. Warrant Agent. The Issuer may, by written notice to each Holder of this
Warrant,  instruct  its transfer  agent to issue shares of Warrant  Stock on the
exercise  of this  Warrant  pursuant  to  subsection  (b) of  Section  2 hereof,
exchange this Warrant  pursuant to subsection (d) of Section 2 hereof or replace
this  Warrant  pursuant  to  subsection  (d) of Section 3 hereof,  or any of the
foregoing,  and thereafter any such issuance,  exchange or  replacement,  as the
case may be, shall be made at such office by such agent.

     15. Remedies.  The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.  Notwithstanding the above, the Holder of this
Warrant  will not be entitled to any  specific  liquidated  damages,  payable in
cash,  in the event the Issuer  breaches any of its  obligations  as provided in
this Warrant.

     16.  Successors and Assigns.  This Warrant and the rights  evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

     17.  Modification and  Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any

                                       10
<PAGE>

provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

     18.  Headings.  The  headings  of the  Sections  of  this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


     IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day and
year first above written.


                                    CEL-SCI CORPORATION



                                    By:/s/ Patricia B. Prichep
                                       ---------------------------------------
                                       Name: Patricia B. Prichep
                                       Title: Senior Vice President of
                                              Operations







                                       11
<PAGE>

                                  EXERCISE FORM

                               CEL-SCI CORPORATION

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to  purchase  _____  shares of Common  Stock of CEL-SCI
Corporation covered by the within Warrant.

Dated: _________________            Signature ___________________________

                                    Address _____________________
                                            _____________________


                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature ___________________________

                                    Address _____________________
                                            _____________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature ___________________________

                                    Address _____________________
                                            _____________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____  canceled (or  transferred or exchanged) this _____ day
of  ___________,  _____,  shares of Common Stock issued  therefor in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.




                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>form8kamd101ex231-16.txt
<DESCRIPTION>EXH. 23 - H&H CONSENT
<TEXT>

                                   EXHIBIT 23




<PAGE>

                              CONSENT OF ATTORNEYS


     Reference is made to the  Registration  Statement  of CEL-SCI  Corporation,
whereby the Company  proposes to sell shares of its common stock,  warrants,  as
well as shares of the Company's  common stock  issuable upon the exercise of the
warrants.  Reference  is also  made to  Exhibit 5  included  as part of this 8-K
report relating to the validity of the securities proposed to be sold.

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

January 13, 2016                              HART & HART, LLC

                                              /s/ William T. Hart
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
