Item 1.01 Entry Into a Material Definitive Agreement

On June 25, 2009 CEL-SCI Corporation sold 2,113,103 shares of its common stock to a group of private investors for $845,240 or $0.40 per share. The investors also received warrants which entitle the investors to purchase 1,415,779 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 agreed to pay Neidiger/Tucker/Bruner, Inc., the placement agent for three investors who purchased 575,000 shares and 385,250 warrants, a cash commission of $11,500.

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