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