Item 1.01 Entry Into a Material Definitive Agreement

On September 16, 2009 CEL-SCI Corporation sold 14,285,715 shares of its common stock to a group of private investors for $20,000,000 or $1.40 per share. The investors also received Series D warrants which entitle the investors to purchase 4,714,284 shares of CEL-SCI's common stock. The Series D warrants may be exercised at any time prior to September 21, 2011 at a price of $1.50 per share. The closing of the transaction is expected to close on or before September 21, 2009.

CEL-SCI has agreed to pay Rodman & Renshaw, LLC, the placement agent for this offering, a cash commission of $1,000,000, as well as an expense reimbursement of $37,500. CEL-SCI has also agreed to issue to Rodman & Renshaw 714,286 Series E warrants. Each Series E warrant will entitle the holder to purchase one share of CEL-SCI's common stock. The Series E warrants may be exercised at any time prior to August 12, 2014 at a price of $1.75 per share.

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(m) Securities Purchase Agreement, together with schedule required by Instruction 2 to Item 601 of Regulation S-K, and the form of the Series D warrant, which is an exhibit to the Securities Purchase Agreement. 10(n) Placement Agent Agreement 23(a) Consent of Attorneys