<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>form8kitem101ex11may-17.txt
<DESCRIPTION>EXHIBIT 1.1 ENGAGEMENT AGREEMENT
<TEXT>





                                   EXHIBIT 1.1




<PAGE>

                                                                  April 30, 2017

STRICTLY CONFIDENTIAL

CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Attn:  Geert R. Kersten, Chief Executive Officer

Dear Mr. Kersten:

     This letter agreement (this "Agreement")  constitutes the agreement between
CEL-SCI  Corporation  (the  "Company")  and  Rodman  &  Renshaw,  a unit of H.C.
Wainwright  & Co.,  LLC  ("Rodman"),  that Rodman  shall serve as the  exclusive
agent,  advisor  or  underwriter  in  any  offering  (each,  an  "Offering")  of
securities of the Company  ("Securities")  during the Term (as defined below) of
this Agreement,  including, but not limited to, the solicitation of the exercise
of certain  warrant  holders of the Company.  The terms of each Offering and the
Securities  issued in connection  therewith shall be mutually agreed upon by the
Company and Rodman and nothing  herein  implies that Rodman would have the power
or  authority  to bind the Company and nothing  herein  implies that the Company
shall have an obligation to issue any Securities. It is understood that Rodman's
assistance in an Offering will be subject to the satisfactory completion of such
investigation  and  inquiry  into the  affairs of the  Company  as Rodman  deems
appropriate under the circumstances and to the receipt of all internal approvals
of Rodman in connection with the transaction. The Company expressly acknowledges
and agrees that Rodman's  involvement in an Offering is strictly on a reasonable
best efforts basis and that the  consummation of an Offering will be subject to,
among other things, market conditions.  The execution of this Agreement does not
constitute a commitment by Rodman to purchase the Securities and does not ensure
a successful Offering of the Securities or the success of Rodman with respect to
securing any other  financing on behalf of the Company.  Rodman may retain other
brokers,  dealers,  agents or  underwriters  on its behalf in connection with an
Offering.

     A.  Compensation;  Reimbursement.  At the closing of each Offering (each, a
"Closing"), the Company shall compensate Rodman as follows:

          1. Cash Fee.  The Company  shall pay to Rodman a cash fee, or as to an
     underwritten  Offering  an  underwriter  discount,  equal  to  7.0%  of the
     aggregate gross proceeds raised in each Offering.

          2.  Warrant  Coverage.  The  Company  shall  issue  to  Rodman  or its
     designees at each  Closing,  warrants  (the "Rodman  Warrants") to purchase
     that  number of shares of common  stock of the  Company  equal to 5% of the
     aggregate  number of shares of Common Stock placed in each Offering (and if
     the  Securities  are  convertible  or include a "greenshoe"  or "additional

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<PAGE>

     investment"  option  component,  such  number of  shares  of  Common  Stock
     underlying  such  Securities  or options,  with the warrant  issuable  upon
     conversion  of the  Securities  or the  exercise  of  the  option).  If the
     Securities included in an Offering are non-convertible, the Rodman Warrants
     shall be determined by dividing the gross proceeds  raised in such Offering
     divided by the then market price of the Common Stock.  The Rodman  Warrants
     shall  have the same  terms as the  warrants  issued  to  investors  in the
     applicable Offering, except that such Rodman Warrant shall have an exercise
     price  equal  to  125%  of the  public  offering  price  per  share  in the
     applicable Offering. If no warrants are issued to investors in an Offering,
     the Rodman Warrants shall be in a customary form  reasonably  acceptable to
     Rodman,  have a term of 5 years and an exercise  price equal to 125% of the
     then market price of the Common Stock.

          3. Expense Allowance. Out of the proceeds of each Closing, the Company
     also agrees to pay Rodman (a) up to $5,000 for out-of-pocket expenses; plus
     (b)  up to  $25,000  for  non-accountable  expenses;  plus  the  additional
     reimbursable  amount payable by the Company  pursuant to Section D.3 below;
     provided,  however,  that such  reimbursement  amount  in no way  limits or
     impairs the indemnification and contribution provisions of this Agreement.

          4. Right of First Refusal. If, from the date hereof until the 12-month
     anniversary following  consummation of each Offering, the Company or any of
     its  subsidiaries  (a) decides to dispose of or acquire  business  units or
     acquire any of its  outstanding  securities  or make any exchange or tender
     offer or enter into a merger,  consolidation or other business  combination
     or any  recapitalization,  reorganization,  restructuring  or other similar
     transaction,  including,  without limitation,  an extraordinary dividend or
     distributions or a spin-off or split-off, and the Company decides to retain
     a  financial  advisor  for  such  transaction,  Rodman  (or  any  affiliate
     designated  by  Rodman)  shall  have  the  right  to act  as the  Company's
     exclusive  financial  advisor for any such  transaction;  or (b) decides to
     finance or refinance any indebtedness using a manager or agent,  Rodman (or
     any  affiliate  designated  by Rodman)  shall have the right to act as lead
     manager,  lead placement agent or lead agent with respect to such financing
     or refinancing; or (c) decides to raise funds by means of a public offering
     or a private placement of equity or debt securities using an underwriter or
     placement agent, Rodman (or any affiliate  designated by Rodman) shall have
     the  right to act as lead  underwriter  or lead  placement  agent  for such
     financing.  If Rodman or one of its  affiliates  decides to accept any such
     engagement,  the agreement  governing such engagement  will contain,  among
     other things,  provisions  for customary fees for  transactions  of similar
     size  and  nature  and  the   provisions  of  this   Agreement,   including
     indemnification,  which are  appropriate to such a  transaction.  If Rodman
     should  decline such  retention or fails to respond within 5 business days'
     notice of the Company,  the Company  shall have no further  obligations  to
     Rodman under this Section 4 as to such financing.

     B. Term and  Termination of Engagement;  Exclusivity.  The term of Rodman's
exclusive  engagement  will  begin on the date  hereof  and  fifteen  (15)  days
thereafter  (the  "Term").  Notwithstanding  anything to the contrary  contained
herein, the Company agrees that the provisions  relating to the payment of fees,

                                       2
<PAGE>

reimbursement  of  expenses,   right  of  first  refusal,   indemnification  and
contribution,  confidentiality,  conflicts, independent contractor and waiver of
the right to trial by jury  will  survive  any  termination  of this  Agreement.
During  Rodman's  engagement  hereunder:  (i) the Company will not, and will not
permit its representatives  to, other than in coordination with Rodman,  contact
or solicit  institutions,  corporations  or other  entities  or  individuals  as
potential  purchasers of the Securities and (ii) the Company will not pursue any
financing  transaction  which would be in lieu of a Offering.  Furthermore,  the
Company agrees that during Rodman's engagement hereunder, all inquiries, whether
direct or indirect,  from  prospective  investors will be referred to Rodman and
will be deemed to have been contacted by Rodman in connection  with an Offering.
Additionally,  except as set forth hereunder,  the Company represents,  warrants
and covenants that no brokerage or finder's fees or  commissions  are or will be
payable by the Company or any subsidiary of the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
third-party with respect to any Offering.

     C.  Information;  Reliance.  The  Company  shall  furnish,  or  cause to be
furnished,  to Rodman all  information  requested  by Rodman for the  purpose of
rendering  services hereunder and conducting due diligence (all such information
being the "Information").  In addition,  the Company agrees to make available to
Rodman upon  request  from time to time the  officers,  directors,  accountants,
counsel and other advisors of the Company.  The Company  recognizes and confirms
that Rodman (a) will use and rely on the  Information,  including  any documents
provided to investors in each Offering  (the  "Offering  Documents"  which shall
include  any  Purchase  Agreements  (as  defined  below)),  and  on  information
available  from generally  recognized  public sources in performing the services
contemplated by this Agreement without having  independently  verified the same;
(b) does not assume  responsibility  for the  accuracy  or  completeness  of the
Offering Documents or the Information and such other  information;  and (c) will
not make an appraisal of any of the assets or liabilities  of the Company.  Upon
reasonable request,  the Company will meet with Rodman or its representatives to
discuss all  information  relevant for disclosure in the Offering  Documents and
will cooperate in any investigation undertaken by Rodman thereof,  including any
document included or incorporated by reference therein. At each Offering, at the
request of Rodman,  the Company  shall  deliver such legal  letters  (including,
without limitation,  negative assurance letter),  opinions,  comfort letters and
officer's certificates, all in form and substance satisfactory to Rodman and its
counsel  as is  customary  for such  Offering.  Rodman  shall  be a third  party
beneficiary of any representations, warranties, covenants and closing conditions
made  by the  Company  in any  Offering  Documents,  including  representations,
warranties,  covenants  and  closing  conditions  made  to  any  investor  in an
Offering.

     D. Related Agreements.  At each Offering,  the Company shall enter into the
following additional agreements:

          1. Underwritten  Offering. If an Offering is an underwritten Offering,
     the Company and Rodman shall enter into a customary  underwriting agreement
     in form and substance satisfactory to Rodman and its counsel.

          2. Best Efforts  Offering.  If an Offering is on a best efforts basis,
     the sale of  Securities  to the investors in the Offering will be evidenced
     by a purchase agreement ("Purchase Agreement") between the Company and such
     investors  in a form  reasonably  satisfactory  to the  Company and Rodman.

                                       3
<PAGE>

     Prior to the  signing of any  Purchase  Agreement,  officers of the Company
     with  responsibility  for  financial  affairs  will be  available to answer
     inquiries from prospective investors.

          3. Escrow and Settlement. In respect of each Offering, the Company and
     Rodman  shall  enter into an escrow  agreement  with a third  party  escrow
     agent,  which  may  also be  Rodman's  clearing  agent,  pursuant  to which
     Rodman's compensation and expenses shall be paid from the gross proceeds of
     the  Securities  sold.  If the  Offering is settled in whole or in part via
     delivery versus payment ("DVP"),  Rodman shall arrange for --- its clearing
     agent to provide the funds to facilitate such settlement. The Company shall
     bear the cost of the escrow agent and shall reimburse Rodman for the actual
     out-of-pocket cost of such clearing agent settlement and financing, if any,
     which cost shall not exceed $10,000.

          4. FINRA Amendments.  Notwithstanding anything herein to the contrary,
     in the event that  Rodman  determines  that any of the terms  provided  for
     hereunder shall not comply with a FINRA rule,  including but not limited to
     FINRA Rule 5110,  then the Company shall agree to amend this  Agreement (or
     include  such  revisions  in the final  underwriting)  in writing  upon the
     request of Rodman to comply  with any such  rules;  provided  that any such
     amendments  shall not  provide  for terms  that are less  favorable  to the
     Company than are reflected in this Agreement.

          E.  Confidentiality.  In the  event  of  the  consummation  or  public
     announcement  of any Offering,  Rodman shall have the right to disclose its
     participation in such Offering, including, without limitation, the Offering
     at its cost of "tombstone" advertisements in financial and other newspapers
     and journals.

          F. Indemnity.

               1. In  connection  with the  Company's  engagement  of  Rodman as
          Offering  agent,  the  Company  hereby  agrees to  indemnify  and hold
          harmless  Rodman and its  affiliates,  and the respective  controlling
          persons,  directors,  officers,  members,  shareholders,   agents  and
          employees  of any  of the  foregoing  (collectively  the  "Indemnified
          Persons"),  from  and  against  any and all  claims,  actions,  suits,
          proceedings  (including those of shareholders),  damages,  liabilities
          and expenses  incurred by any of them  (including the reasonable  fees
          and expenses of counsel), as incurred,  (collectively a "Claim"), that
          are (A) related to or arise out of (i) any actions taken or omitted to
          be taken  (including  any  untrue  statements  made or any  statements
          omitted  to be made) by the  Company,  or (ii)  any  actions  taken or
          omitted to be taken by any  Indemnified  Person in connection with the
          Company's  engagement  of Rodman in reliance upon any actions taken or
          omitted to be taken by the Company  referenced in clause (i) above, or
          (B)  otherwise  relate to or arise out of Rodman's  activities  on the
          Company's  behalf under  Rodman's  engagement,  and the Company  shall
          reimburse  any  Indemnified  Person for all  expenses  (including  the
          reasonable   fees  and  expenses  of  counsel)  as  incurred  by  such
          Indemnified  Person in  connection  with  investigating,  preparing or
          defending any such claim,  action, suit or proceeding,  whether or not

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<PAGE>

          in  connection  with  pending or  threatened  litigation  in which any
          Indemnified  Person is a party.  The  Company  will not,  however,  be
          responsible  for any Claim that is finally  judicially  determined  to
          have resulted from the gross  negligence or willful  misconduct of any
          person seeking  indemnification  for such Claim.  The Company  further
          agrees that no  Indemnified  Person  shall have any  liability  to the
          Company for or in connection  with the Company's  engagement of Rodman
          except  for any  Claim  incurred  by the  Company  as a result of such
          Indemnified Person's gross negligence or willful misconduct.

               2. The Company further agrees that it will not, without the prior
          written consent of Rodman, settle,  compromise or consent to the entry
          of any judgment in any pending or threatened Claim in respect of which
          indemnification   may  be  sought   hereunder   (whether  or  not  any
          Indemnified  Person is an actual or  potential  party to such  Claim),
          unless   such   settlement,   compromise   or  consent   includes   an
          unconditional, irrevocable release of each Indemnified Person from any
          and all liability arising out of such Claim.

               3.  Promptly upon receipt by an  Indemnified  Person of notice of
          any  complaint  or the  assertion  or  institution  of any Claim  with
          respect  to which  indemnification  is being  sought  hereunder,  such
          Indemnified  Person  shall  notify  the  Company  in  writing  of such
          complaint or of such assertion or institution but failure to so notify
          the Company  shall not relieve the Company from any  obligation it may
          have hereunder,  except and only to the extent such failure results in
          the forfeiture by the Company of substantial  rights and defenses.  If
          the Company so elects or is requested by such Indemnified  Person, the
          Company  will  assume  the  defense  of  such  Claim,   including  the
          employment  of counsel  reasonably  satisfactory  to such  Indemnified
          Person and the payment of the fees and  expenses of such  counsel.  In
          the event,  however,  that legal  counsel to such  Indemnified  Person
          reasonably  determines  that having common  counsel would present such
          counsel with a conflict of interest or if the  defendant in, or target
          of, any such Claim,  includes an  Indemnified  Person and the Company,
          and legal counsel to such Indemnified Person reasonably concludes that
          there  may be legal  defenses  available  to it or  other  Indemnified
          Persons  different  from or in  addition  to  those  available  to the
          Company,  then such  Indemnified  Person may  employ its own  separate
          counsel to  represent  or defend him,  her or it in any such Claim and
          the  Company  shall  pay the  reasonable  fees  and  expenses  of such
          counsel.  Notwithstanding  anything  herein  to the  contrary,  if the
          Company fails timely or diligently  to defend,  contest,  or otherwise
          protect against any Claim, the relevant  Indemnified  Party shall have
          the right,  but not the obligation,  to defend,  contest,  compromise,
          settle,  assert  crossclaims,  or counterclaims  or otherwise  protect
          against  the same,  and  shall be fully  indemnified  by the  Company,
          including without limitation,  for the reasonable fees and expenses of
          its  counsel  and all  amounts  paid as a result of such  Claim or the
          compromise  or  settlement  thereof.  Notwithstanding  the above,  the
          Company  will only be liable for the fees and expenses of one law firm
          for all Indemnified Persons. In addition, with respect to any Claim in
          which the Company assumes the defense,  the  Indemnified  Person shall
          have the right to  participate in such Claim and to retain his, her or
          its own counsel therefor at his, her or its own expense.

               4.  The  Company  agrees  that  if  any  indemnity  sought  by an
          Indemnified  Person hereunder is held by a court to be unavailable for
          any reason then (whether or not Rodman is the Indemnified Person), the
          Company  and  Rodman  shall  contribute  to the Claim  for which  such

                                       5
<PAGE>

          indemnity is held  unavailable in such proportion as is appropriate to
          reflect the  relative  benefits to the Company,  on the one hand,  and
          Rodman on the other, in connection with Rodman's  engagement  referred
          to above,  subject to the limitation that in no event shall the amount
          of  Rodman's  contribution  to such  Claim  exceed  the amount of fees
          actually  received  by Rodman  from the  Company  pursuant to Rodman's
          engagement.  The Company  hereby agrees that the relative  benefits to
          the Company, on the one hand, and Rodman on the other, with respect to
          Rodman's  engagement  shall be deemed to be in the same  proportion as
          (a) the total  value paid or  proposed  to be paid or  received by the
          Company   pursuant  to  the  applicable   Offering   (whether  or  not
          consummated)  for which Rodman is engaged to render  services bears to
          (b) the fee paid or proposed to be paid to Rodman in  connection  with
          such engagement.

               5.  The  Company's  indemnity,   reimbursement  and  contribution
          obligations  under this  Agreement  (a) shall be in  addition  to, and
          shall in no way limit or  otherwise  adversely  affect any rights that
          any  Indemnified  Party may have at law or at equity  and (b) shall be
          effective whether or not the Company is at fault in any way.

     G. Limitation of Engagement to the Company.  The Company  acknowledges that
Rodman has been retained only by the Company,  that Rodman is providing services
hereunder  as an  independent  contractor  (and not in any  fiduciary  or agency
capacity)  and that the  Company's  engagement  of Rodman is not deemed to be on
behalf of, and is not intended to confer rights upon, any shareholder,  owner or
partner of the Company or any other person not a party hereto as against  Rodman
or any of its affiliates, or any of its or their respective officers, directors,
controlling  persons  (within the meaning of Section 15 of the Securities Act or
Section 20 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act")),  employees or agents.  Unless  otherwise  expressly agreed in writing by
Rodman,  no one other than the Company is authorized to rely upon this Agreement
or any other statements or conduct of Rodman,  and no one other than the Company
is intended to be a beneficiary of this Agreement. The Company acknowledges that
any recommendation or advice, written or oral, given by Rodman to the Company in
connection  with Rodman's  engagement is intended solely for the benefit and use
of the Company's  management and directors in  considering a possible  Offering,
and any such  recommendation or advice is not on behalf of, and shall not confer
any rights or remedies  upon, any other person or be used or relied upon for any
other  purpose.  Rodman  shall  not have the  authority  to make any  commitment
binding on the Company.  The  Company,  in its sole  discretion,  shall have the
right to reject any investor introduced to it by Rodman.

     H. Limitation of Rodman's Liability to the Company.  Rodman and the Company
further agree that neither  Rodman nor any of its affiliates or any of its their
respective  officers,  directors,  controlling  persons  (within  the meaning of
Section 15 of the Securities  Act or Section 20 of the Exchange Act),  employees
or agents  shall have any  liability to the  Company,  its  security  holders or
creditors,  or any person  asserting  claims on behalf of or in the right of the
Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any losses,  fees, damages,  liabilities,  costs,  expenses or
equitable  relief  arising out of or relating to this  Agreement or the services
rendered  hereunder,  except for losses,  fees, damages,  liabilities,  costs or

                                       6
<PAGE>

expenses  that  arise out of or are based on any  action of or failure to act by
Rodman and that are finally  judicially  determined to have resulted solely from
the gross negligence or willful misconduct of Rodman.

     I.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be fully performed therein. Any disputes that arise under this Agreement,
even after the termination of this Agreement, will be heard only in the state or
federal courts  located in the City of New York,  State of New York. The parties
hereto expressly agree to submit themselves to the jurisdiction of the foregoing
courts in the City of New York,  State of New York. The parties hereto expressly
waive any rights they may have to contest the  jurisdiction,  venue or authority
of any court  sitting in the City and State of New York.  In the event Rodman or
any Indemnified Person is successful in any action, or suit against the Company,
arising  out of or  relating  to this  Agreement,  the final  judgment  or award
entered  shall be entitled  to have and  recover  from the Company the costs and
expenses incurred in connection  therewith,  including its reasonable attorneys'
fees. Any rights to trial by jury with respect to any such action, proceeding or
suit are hereby waived by Rodman and the Company.

     J. Notices.  All notices hereunder will be in writing and sent by certified
mail,  hand  delivery,  overnight  delivery  or fax,  if sent to Rodman,  at the
address set forth on the first page hereof, e-mail: notices@rodm.com, Attention:
Head of Investment Banking, and if sent to the Company, to the address set forth
on  the  first  page  hereof,  e-mail:  grkersten@cel-sci.com  Attention:  Chief
Executive Officer.  Notices sent by certified mail shall be deemed received five
days  thereafter,  notices sent by hand delivery or overnight  delivery shall be
deemed received on the date of the relevant  written record of receipt,  notices
delivered  by fax  shall be  deemed  received  as of the  date and time  printed
thereon by the fax machine and notices sent by e-mail  shall be deemed  received
as of the date and time they were sent.

     K. Conflicts.  The Company  acknowledges that Rodman and its affiliates may
have and may continue to have investment  banking and other  relationships  with
parties other than the Company pursuant to which Rodman may acquire  information
of interest to the Company.  Rodman shall have no  obligation  to disclose  such
information  to the Company or to use such  information  in connection  with any
contemplated transaction.

     L. Anti-Money  Laundering.  To help the United States  government fight the
funding of terrorism and money laundering, the federal laws of the United States
requires all financial  institutions  to obtain,  verify and record  information
that identifies  each person with whom they do business.  This means we must ask
you  for  certain   identifying   information,   including  a  government-issued
identification  number (e.g., a U.S.  taxpayer  identification  number) and such
other  information  or  documents  that we consider  appropriate  to verify your
identity,  such as  certified  articles of  incorporation,  a  government-issued
business license, a partnership agreement or a trust instrument.

     M.  Miscellaneous.  The Company  represents  and  warrants  that it has all
requisite  power  and  authority  to enter  into and  carry  out the  terms  and
provisions of this Agreement and the execution, delivery and performance of this
Agreement does not breach or conflict with any agreement, document or instrument
to which it is a party or bound. This Agreement shall not be modified or amended
except in writing  signed by Rodman and the  Company.  This  Agreement  shall be

                                       7
<PAGE>

binding  upon and inure to the  benefit of both Rodman and the Company and their
respective  assigns,  successors,  and  legal  representatives.  This  Agreement
constitutes the entire  agreement of Rodman and the Company with respect to this
Offering and supersedes any prior  agreements with respect to the subject matter
hereof.  If any  provision  of this  Agreement  is  determined  to be invalid or
unenforceable in any respect,  such determination will not affect such provision
in any other  respect,  and the remainder of the Agreement  shall remain in full
force and effect.  This  Agreement  may be executed in  counterparts  (including
facsimile  counterparts),  each of which shall be deemed an original  but all of
which together shall constitute one and the same instrument.

                                   *********************

     In acknowledgment that the foregoing correctly sets forth the understanding
reached by Rodman and the  Company,  please  sign in the space  provided  below,
whereupon  this  letter  shall  constitute  a binding  Agreement  as of the date
indicated above.

                                      Very truly yours,

                                      RODMAN & RENSHAW, A UNIT OF H.C.
                                      WAINWRIGHT & CO., LLC


                                      By: /s/ Edward D. Silvera
                                          ----------------------------------
                                          Name: Edward D. Silvera
                                          Title: COO



Accepted and Agreed:

CEL-SCI CORPORATION


By: /s/ Geert Kersten
    ---------------------
Name: Geert Kersten
Title: CEO
</TEXT>
</DOCUMENT>
