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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): October 26, 2023

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

Colorado |  | 001-11889 |  | 84-0916344
(State or other jurisdiction of incorporation) |  | (Commission File No.) |  | (IRS Employer Identification No.)

8229 Boone Blvd. #802

Vienna, VA 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class |  | Trading Symbol(s) |  | Name of Each Exchange on Which Registered
None |  | N/A |  | N/A

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

See Item 5.02 of this report.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement

As discussed in CEL-SCI’s 8-K report dated August 31, 2019, CEL-SCI entered into four-year employment agreement with Geert Kersten, CEL-SCI’s Chief Executive Officer.

On October 26, 2023, the terms of the employment agreement was extended to August 31, 2027.

Item 8.01 Other Events.

On October 30, 2023, the Company issued a press release, filed as Exhibit 99.1, concerning a shareholder letter from the Company’s CEO, Geert Kersten.

Item 9.01 Financial Statements and Exhibits.

Exhibit |  | Description
10.10 |  | Extension of Employment Agreement with Geert Kersten
99.1 |  | Press Release re. Letter to Shareholders and Letter to Shareholders

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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: October 30, 2023 | CEL-SCI CORPORATION |
| By: | /s/ Patricia Prichep |
|  | Patricia B. Prichep |
|  | Senior Vice President of Operations |

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