<SEC-DOCUMENT>0001004878-17-000139.txt : 20170622
<SEC-HEADER>0001004878-17-000139.hdr.sgml : 20170622
<ACCEPTANCE-DATETIME>20170622114415
ACCESSION NUMBER:		0001004878-17-000139
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20170622
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
FILED AS OF DATE:		20170622
DATE AS OF CHANGE:		20170622

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEL SCI CORP
		CENTRAL INDEX KEY:			0000725363
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				840916344
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11889
		FILM NUMBER:		17924454

	BUSINESS ADDRESS:	
		STREET 1:		8229 BOONE BLVD .
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182
		BUSINESS PHONE:		7035069460

	MAIL ADDRESS:	
		STREET 1:		8229 BOONE BLVD.
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem101subagree6-17.txt
<DESCRIPTION>8-K RE SUBSCRIPTION AGREE
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 22, 2017

                              CEL-SCI CORPORATION
                     --------------------------------------
             (Exact name of registrant as specified in its charter)


           Colorado                 001-11889                    84-0916344
----------------------------   ---------------------       ---------------------
(State or other jurisdiction   (Commission File No.)          (IRS Employer
     of incorporation)                                     Identification No.)

                             8229 Boone Bl-vd. #802
                                Vienna, VA 22182
                 ----------------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (703) 506-9460


                                      N-/A
                         ------------------------------
          (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 (17 CFR
   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-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 3.02.   Unregistered Sales of Equity Securities.

     See Item 1.01 of this report.

Item 1.01.   Entry Into a Material Definitive Agreement.

     The  Company  has  received   subscription   agreements  for  the  sale  of
convertible  notes in the  principal  amount of $1.51  million from 6 individual
investors. Geert Kersten, the Company's Chief Executive Officer, participated in
the offering and  purchased  notes in the principal  amount of $250,000.  Shares
issuable upon the conversion of the notes will be restricted  securities  unless
registered.

     The notes bear  interest at 4% per year and are due and payable on December
22, 2017.  At the option of the note  holders,  the notes can be converted  into
shares of the Company's  common stock at a fixed  conversion rate of $1.69,  the
closing price on June 21, 2017.

     The  purchasers  of the  convertible  notes also  received  warrants  which
entitle the purchasers to acquire up to 893,491  shares of the Company's  common
stock.  The  warrants  are  exercisable  at a fixed price of $1.86 per share and
expire on June 22, 2022.  Shares issuable upon the exercise of the warrants will
be restricted securities unless registered.

     The notes are secured by all of the Company's assets.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

         See Item 1.01 of this report.


                                       2
<PAGE>

                                   SIGNATURES

         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:  June 22, 2017                          CEL-SCI CORPORATION


                                              By: /s/ Patricia B. Prichep
                                                  ----------------------------
                                                  Patricia B. Prichep,
                                                  Senior Vice President of
                                                      Operations


                                       3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>