Item 1.01 Entry Into a Material Definitive Agreement

On December 4, 2012 CEL-SCI Corporation sold 35,000,000 shares of its common stock for $10,500,000 or $0.30 per share, in a registered direct offering. The investors in this offering also received Series R warrants which entitle the investors to purchase up to 26,250,000 shares of CEL-SCI's common stock. The Series R warrants may be exercised at any time on or after June 7, 2013 and on or before December 7, 2016 at a price of $0.40 per share.

CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $682,500.

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 in this offering.

The transaction is expected to close on or before December 7, 2012. CEL-SCI will receive net proceeds of approximately $9,800,000 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(ii) Form of Securities Purchase Agreement and form of Series R warrant, which is an exhibit to the Securities Purchase Agreement. 10(jj) Placement Agent Agreement 23 Consent of Attorneys