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): October 3, 2017

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

          Colorado                      01-11889                84-0916344
  ------------------------         ------------------        -----------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
of incorporation)                                            Identification No.)

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 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 appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] 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))

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

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  October  12,  2015  the  Company   signed  a  funding   agreement  (the
"Agreement")  with a company  established by Lake Whillans  Litigation  Finance,
LLC,  a firm  specializing  in  funding  litigation  expenses.  Pursuant  to the
Agreement,  Lake  Whillans  Vehicle I, LLC will  provide the Company  with up to
$5,000,000  in  funding  for  litigation  expenses  to support  its  $50,000,000
arbitration  claims against its former clinical research  organization  inVentiv
Health  Clinical,  LLC (f/k/a  PharmaNet LLC and PharmaNet GmbH (f/k/a PharmaNet
AG). The funding was to pay the expenses of the ongoing arbitration.  Details of
the Agreement,  as well as the Agreement itself,  were provided in an 8-K report
dated October 12, 2015 filed with the Securities and Exchange Commission.

     On October 3,  2017,  the  Company  and Lake  Whillans  agreed to amend the
Agreement.  The Amendment to the Agreement,  which was effective August 2, 2017,
provides  that any proceeds the Company  receives from the  arbitration  will be
paid as follows:

         (i)  The first $5,000,000 will be paid to Lake Whillans;

         (ii) Lake Whillans will receive any proceeds from the arbitration
              between $5,000,000 and $10,000,001, less up to $250,000 to be paid
              to the attorneys representing the Company in the arbitration
              proceeding; and

         (iii) any proceeds remaining after payment of the amounts required
              pursuant to sections (i) and (ii) above will be paid as follows:
              81.25% to the Company; 11.25% to Lake Whillans and 7.5% to the
              attorneys representing the Company in the arbitration proceeding.

     Any amounts to be paid to Lake Whillans  and/or the Attorneys  will only be
paid from any amounts the Company receives from the arbitration.

     The foregoing  summary of the Amendment is qualified in all respects to the
Amendment itself which is filed as an exhibit to this report.

Item 9.01   Financial Statements Exhibits.

Number      Description
------      -----------

10 (www)    Amendment No. 1 to Assignment of Proceeds and Investment Agreement



     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:  October 5, 2017

                                        CEL-SCI CORPORATION

                                         By: /s/ Geert R. Kersten
                                             Geert R. Kersten
                                             Chief Executive Officer