<SEC-DOCUMENT>0001004878-17-000133.txt : 20170613
<SEC-HEADER>0001004878-17-000133.hdr.sgml : 20170613
<ACCEPTANCE-DATETIME>20170612183719
ACCESSION NUMBER:		0001004878-17-000133
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20170612
ITEM INFORMATION:		Material Modifications to Rights of Security Holders
ITEM INFORMATION:		Submission of Matters to a Vote of Security Holders
FILED AS OF DATE:		20170613
DATE AS OF CHANGE:		20170612

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		17907640

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem303resplit6-17.txt
<DESCRIPTION>8-K RE REVERSE SPLIT & VOTE MEETING
<TEXT>

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

                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (date of earliest event reported): June 12, 2017


                               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 appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

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

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

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

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

<PAGE>

Item 3.03.  Material Modification to Rights of Security Holders.

     On June 12, 2017 CEL-SCI'S directors, pursuant to authority granted to them
by CEL-SCI'S shareholders,  approved a 1-for-25 reverse stock split of CEL-SCI'S
common  stock.  The reverse stock split is projected to be effective on the NYSE
MKT on June 15, 2017.

Item 5.07.  Submission of Matters to a Vote of Securities Holders.

     The annual meeting of CEL-SCI's  shareholders was held on June 12, 2017. At
the meeting the  following  persons were  elected as directors  for the upcoming
year:

                                   Votes
                        ------------------------------           Broker
 Name                       For         Against                Non-Votes

 Geert R. Kersten        46,547,568   7,368,374              94,555,593
 Alexander G. Esterhazy  47,224,897   6,691,000              94,555,593
 Peter R. Young          47,195,125   6,720,817              94,555,593
 Bruno Baillavoine       46,931,989   6,983,953              94,555,593

     At the meeting the following were approved by CEL-SCI's shareholders:

     (2)  the adoption of CEL-SCI's 2017  Non-Qualified  Stock Option Plan which
          provides  that up to  20,000,000  shares of common stock may be issued
          upon the exercise of options granted pursuant to the Plan;

     (3)  the adoption of CEL-SCI's 2017 Stock Bonus Plan which provides that up
          to 4,000,000  shares of common stock may be issued to persons  granted
          stock bonuses pursuant to the Plan;

     (4)  subject to the  determination  of CEL-SCI's  directors  that a reverse
          split would be in the best  interest of  CEL-SCI's  shareholders,  the
          approval of a reverse split of CEL-SCI's  common stock. A condition of
          the reverse stock split is that the ratio of the reverse split will be
          determined  by CEL-SCI's  Board of  Directors,  provided  that, in any
          case,  the reverse  split ratio will not be greater than 1 for 25. The
          Board of Directors may elect not to proceed with a stock split without
          further action by the shareholders;

     (5)  the approval,  on a non-binding advisory basis, of the compensation of
          CEL-SCI's executive officers;

     (6)  the approval, on a non-binding advisory basis, of the frequency (three
          years) of the advisory vote  regarding the  compensation  of CEL-SCI's
          executive officers; and

     (7)  the  appointment of BDO USA, LLP as CEL-SCI's  independent  registered
          public accounting firm for the fiscal year ending September 30, 2017.

                                       2
<PAGE>

     The following is a tabulation of votes cast with respect to proposals 2, 3,
4, 5, and 7:

                                Votes
                 -------------------------------------          Broker
 Proposal           For           Against       Abstain        Non-Votes

   (2)          36,398,069     16,382,187    1,135,686        94,555,593
   (3)          38,248,942     14,841,201      825,799        94,555,593
   (4)          87,458,807     58,959,207    2,053,521            60,292
   (5)          37,767,875     14,101,971    2,046,096        94,555,593
   (7)         134,686,447      7,750,612    6,034,476                --


     The following is a tabulation of votes cast with respect to proposal 6:


                                                                     Broker
          1 Year        2 Years       3 Years       Abstain        Non-Votes

        16,717,934     1,894,221     32,036,566    3,267,221      94,555,593











                                       3
<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:  June 12, 2017                    CEL-SCI CORPORATION



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


















                                       4

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