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 18, 2012


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



      Colorado                       01-11889                  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)






Item 1.01   Entry Into a Material Definitive Agreement

     On June 18, 2012 CEL-SCI  Corporation sold 16,000,000  shares of its common
stock for $5,600,000,  or $0.35 per share, in a registered direct offering.  The
investors in this  offering also  received  Series Q warrants  which entitle the
investors to purchase up to 12,000,000  shares of CEL-SCI's  common  stock.  The
Series Q warrants may be exercised at any time on or after December 22, 2012 and
on or before December 22, 2015 at a price of $0.50 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $448,000.

     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 in this offering.

     The transaction  closed on June 21, 2012.  CEL-SCI  received  approximately
$5,130,000 from the sale of the securities described above, after deductions for
the placement agent's commissions and offering expenses.

Item 9.01 Financial Statements and Exhibits

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

         5                    Opinion of Counsel

         10(gg)               Securities  Purchase  Agreement  and the form of
                              the  Series Q  warrant,  which is an  exhibit to
                              the Securities Purchase Agreement.

         10(hh)               Placement Agent Agreement

         23(a)                Consent of Attorneys



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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 21, 2012                CEL-SCI CORPORATION



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


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