Washington, DC 20549
FORM 8-K  
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File No.)
(IRS Employer
of incorporation)
Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:     (703) 506-9460
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c))

Item 1.01  
Entry Into a Material Definitive Agreement.
On July 26, 2017, CEL-SCI Corporation (“CEL-SCI”) entered into a securities purchase agreement with an investor whereby it sold 100,000 shares of its common stock for gross proceeds of $229,000, or $2.29 per share, in a registered offering. The closing of the offering is expected to take place on or about July 31, 2017, subject to the satisfaction of customary closing conditions.
In a concurrent private placement, CEL-SCI also issued to the purchaser of CEL-SCI’s common stock referred to in the preceding paragraph warrants (Series OO) to purchase 60,000 shares of CEL-SCI’s common stock. The warrants can be exercised at a price of $2.52 per share, commencing six months after the date of issuance and ending five years after the date of issuance. The warrants and the shares of common stock issuable upon the exercise of the warrants are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
The net proceeds to CEL-SCI from the transaction, after deducting CEL-SCI’s estimated offering expenses, are expected to be approximately $207,000. CEL-SCI intends to use the net proceeds from the offering for its clinical trials and general corporate purposes.  CEL-SCI has not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes.
The shares of common stock were offered and sold by CEL-SCI pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2015 and subsequently declared effective on October 30, 2015 (File No. 333-205444). CEL-SCI will file a prospectus supplement and an accompanying prospectus with the SEC in connection with the sale of the common stock.
CEL-SCI will not pay any commissions in connection with the sale of common stock or warrants.
Item 3.02  
Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Series OO Warrants is hereby incorporated by reference into this Item 3.02.
Item 9.01  
Financial Statements and Exhibits.
Form of Warrant (Series OO).
Opinion of Hart & Hart, LLC.
Securities Purchase Agreement
Consent of Hart & Hart, LLC

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 27, 2017
/s/  Patricia B. Prichep
Patricia B. Prichep
Senior Vice President of Operations

Warrant Shares: _______
Issuance Date: July 27, 2017

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, ___________ or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the “ Initial Exercise Date ” and on or prior to the close of business on the “ Termination Date ” but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “ Company ”), up to _______ shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of the Company’s common stock.
Section 1 .       Definitions .
Initial Exercise Date: January 27, 2018.
Trading Day: A day on which the Company’s common stock trades in the public market.
Termination Date: July 27, 2022.
Section 2 .       Exercise .
a)            Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Transfer Agent (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company), as applicable, of a duly executed facsimile copy or PDF copy submitted by electronic (or e-mail attachment) of the Notice of Exercise in the form annexed hereto.
b)         Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $2.52 , subject to adjustment hereunder (the “ Exercise Price ”).
c)          Cashless Exercise . If at any time after the six-month anniversary of the Issuance Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
The average closing price of the Company’s common stock for the 2 Trading Days immediately preceding the date of the applicable Notice of Exercise;
the Exercise Price of this Warrant, as adjusted hereunder; and
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
Section 3 .      Certain Adjustments .
a)            Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b)            Notice to Holder . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
Section 4 .      Transfer of Warrant .
a)            Transferability . Subject to compliance with any applicable securities laws and the conditions set forth in this Section 4, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full.   The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b)            New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issuance Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)         Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
Section 5 .     Miscellaneous .
a)            No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof.
b)        Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c)            Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of The Commonwealth of Virginia, USA.
d)            Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
e)            Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
f)             Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the address shown below.
g)            Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
h)            Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
i)            Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
j)             Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder .
k)            Registration . The Company will use its best efforts to file a registration statement covering the shares issuable upon the exercise of this Warrant within two weeks after the date of this Warrant. The Company will take all reasonable measures to have the registration statement declared effective as soon as possible.
l)            Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
m)          Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
Name: Geert Kersten
Title: Chief Executive Officer
Address of Holder:
(1)         The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)           Payment shall take the form of (check applicable box):
[ ] 
in lawful money of the United States; or
[ ] 
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3)           Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number:
(4)            Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity :
Name of Authorized Signatory:
Title of Authorized Signatory:

 (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:
(Please Print)
Phone Number:
Email Address:
(Please Print)
Holder’s Signature:
Holder’s Address:

1624 Washington Street
Denver, CO 80203
William T. Hart, P.C.
Will Hart
(303) 839-0061
Fax: (303) 839-5414
July 27, 2017
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182

This letter will constitute our opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation (“CEL-SCI”), of up to 100,000 shares of common stock, all as referred to in the Registration Statement on Form S-3 (File No. 333-205444) (the "Registration Statement") filed with the Securities and Exchange Commission, declared effective by the Securities and Exchange Commission (the "Commission") on October 30, 2015.
We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of CEL-SCI, the applicable laws of the State of Colorado, and a copy of the Registration Statement. In our opinion, the shares of common stock mentioned above, when sold in the manner described in the Registration Statement, will be legally issued and these shares represent fully paid and non-assessable shares of CEL-SCI's common stock.
Very truly yours,
/s/ William T. Hart
William T. Hart
EXHIBIT 10 (ttt)
1.            Subscription . I hereby agree to purchase ______ shares of the Company’s common stock pursuant to the terms and conditions of this Agreement for a total investment of $___________.
The shares of common stock are sometimes referred to in this Agreement as the “Securities”.
This Agreement must be signed and delivered to the Company on or before _________.
2.            Representations and Warranties . I warrant and represent to the Company that:
a. I have had the opportunity to review the Company’s filings with the Securities and Exchange Commission.
b. I (and my purchaser representative, if any) have had an opportunity to ask questions of, and receive answers from the officers of the Company concerning the Company’s business and affairs.
c. I understand that prices for the Company’s common stock on the NYSE have been volatile in the past.
d. By virtue of my net worth and by reason of my knowledge and experience in financial and business matters in general, and investments in particular, I am capable of evaluating the merits and risks of an investment in the Securities.
e.  I am capable of bearing the economic risks of an investment in the Securities.
3.            Payment/Closing . Payment for the Securities must be made by wire transfer on or before July __, 2017. The Securities will be delivered upon the approval of the issuance of the Securities by the NYSE MKT.
4.          Applicable Law/Arbitration . This Agreement shall be governed in all respects by the laws of Colorado, without regard to the choice of law provision thereof. Any claim, controversy or dispute with respect to this Agreement or the Securities will be settled by means of binding arbitration in Vienna, Virginia pursuant to the Commercial Rules of the American Arbitration Association. In any litigation, arbitration, or court proceeding between the Company and the Subscriber relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses incurred.
IN WITNESS WHEREOF, I have executed this Subscription Agreement this ____________ day of July, 2017.
Signature of Subscriber
Name of Subscriber
(Type or Print)
Address of Subscriber:

Reference is made to the Registration Statement of CEL-SCI Corporation, whereby the Company proposes to sell shares of its common stock. Reference is also made to Exhibit 5 included as part of this 8-K report relating to the validity of the securities proposed to be sold.
We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.
July 27, 2017
/s/ William T. Hart