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CVM Cel-Sci

Filed: 28 Jun 21, 4:34pm
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 23, 2021

                               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 Blvd. #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))

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
 Title of Each Class         Trading Symbol(s)        on Which Registered
  -------------------        -----------------         -----------------
       Common Stock                CVM                   NYSE American

Indicate by check mark whether the  registrant is an emerging  growth company as
defined in Rule 405 of the Securities  Act of 1933  (ss.203.405 of this chapter)
or Rule  12b-2 of the  Securities  Exchange  Act of 1934  (ss.204.12b-2  of this
chapter.

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]





Item 1.01 Entry into a Material Definitive Agreement.

     On  June  8,  2021,  the  Company  entered  into an  Amended  and  Restated
Underwriting  Agreement with Kingswood  Capital  Markets,  division of Benchmark
Investments,  LLC, as  representative  of the underwriters  identified  therein,
pursuant  to which the  Company  agreed to issue  and sell  1,400,000  shares of
common stock at a public offering price of $22.62 per share.  Under the terms of
the  Amended  and  Restated  Underwriting  Agreement,  the  Company  granted the
Underwriters  a 30-day option to purchase up to an additional  210,000 shares of
common stock solely to cover  over-allotments.

     On June 23, 2021, the Underwriters exercised their over-allotment option to
purchase 210,000  additional shares of common stock. The Offering of the 210,000
shares  sold as a result of the  exercise  of the  Underwriter's  over-allotment
option closed on June 28, 2021. The net proceeds to the Company from the sale of
the  shares was  approximately  $4,418,000,  after  deducting  the  underwriting
discount.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.   Description
-----------   ------------
    5         Opinion of Hart & Hart, LLC

    23        Consent of Hart & Hart, LLC





                                   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 28, 2021

                               CEL-SCI CORPORATION


                                By: /s/ Geert Kersten
                                ----------------------------------
                                 Geert Kersten
                                 Chief Executive Officer