Item 1.01 Entry Into a Material Definitive Agreement

On January 25, 2012 CEL-SCI Corporation sold 16,000,000 shares of its common stock to institutional investors for $5,760,000 or $0.36 per share. The institutional investors also received Series H warrants which entitle the investors to purchase up to 12,000,000 shares of CEL-SCI's common stock. The Series H warrants may be exercised at any time after July 31, 2012 and on or prior to July 31, 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 $403,200.

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.

CEL-SCI anticipates the transaction will close on or before January 31, 2012.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description -------------- ----------- 5 Opinion of Counsel 10(cc) Securities Purchase Agreement, together with the form of the Series H warrant, which is an exhibit to the Securities Purchase Agreement. 10(dd) Placement Agent Agreement 23(a) Consent of Attorneys