U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number 0-11503
CUSIP Number 150-837-409
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2009
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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Part I - Registrant Information
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Full Name of Registrant: Cel-Sci Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
8229 Boone Blvd. #802
City, State and Zip Code
Vienna, VA 22182
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, or transition report or
portion thereof will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on
Form l0-Q or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why the Form 10-K, 20-F,
11-K, 10-Q, or N-SAR, or the transition report or portion thereof could not be
filed within the prescribed time period.
The Company did not complete its financial statements in sufficient
time so as to allow the filing of the report by December 29, 2009.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
William T. Hart (303) 839-0061
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports
required under Section 13 or 15(d)
of the Securities Exchange Act of
1934 during the preceding l2 months
(or for such shorter period that
the registrant was required to file
such reports) been filed? If answer
is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included
in the subject report or portion thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
CEL-SCI CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 24, 2009
By /s/ Patricia B. Prichep
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Patricia B. Prichep,
Senior Vice President of Operations
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).