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 23, 2009


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



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

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
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          (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)




Item 1.01   Entry Into a Material Definitive Agreement

      On June 23, 2009 CEL-SCI Corporation sold 12,500,000 shares of its common
stock to a private investor for $5,000,000 or $0.40 per share. The investor also
received warrants which entitle the investor to purchase 8,375,000 shares of
CEL-SCI's common stock. The warrants may be exercised at any time on or after
December 24, 2009 and on or prior to December 24, 2014 at a price of $0.50 per
share.

      CEL-SCI has agreed to pay Chardon Capital Markets, LLC, the placement
agent for the offering, a cash commission of $250,000.

      CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold to the private investors.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description
      --------------          -----------

         5                    Opinion of Counsel

         10(j)                Securities Purchase Agreement

         10(k)                Form of Warrant




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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:  June 24, 2009.

                                 CEL-SCI CORPORATION



                                 By: /s/ Geert R. Kersten
                                    ------------------------------------
                                      Geert R. Kersten, Chief Executive
                                     Officer







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                               CEL-SCI CORPORATION

                                    FORM 8-K

                                    EXHIBITS