Cel Sci Corp – ‘S-3MEF’ on 4/11/14

On:  Friday, 4/11/14, at 6:33pm ET   ·   Effective:  4/11/14   ·   Accession #:  1004878-14-132   ·   File #s:  333-186103, 333-195235

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities                  8     22K 
 2: EX-5        Form S-3 Mef Exh. 5 Opinion Letter                     2      7K 
 3: EX-23       Form S-3 Mef Exh. 23 Consents                          3      7K 

S-3MEF   —   Registration of Additional Securities

S-3MEF
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As filed with the Securities and Exchange Commission on October__, 2013.  

                                                     Registration No 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

Registration Statement Under
THE SECURITIES ACT OF 1933

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

Colorado
(State or other jurisdiction of incorporation)

                                 8229 Boone Blvd. #802
                                 Vienna, Virginia  22182
84-09l6344                                (703) 506-9460          
----------------------------      ----------------------------------------------
IRS Employer I.D. Number)         (Address, including zip code, and telephone   
                                   Number) including area of principal executive
offices)  

 Geert Kersten
 8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
------------------------------------------------------- 
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

 Copies of all communications, including all communications sent
to the agent for service, should be sent to:

 William T. Hart, Esq.
Hart & Hart 
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 From time to time after this Registration Statement
becomes effective as determined by market conditions

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ] 

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration for the same offering. [x] 333-186103                              

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective  amendment thereto that shall become effective upon filing with
the  Commission  pursuant to Rule 462(e)  under the  Securities  Act,  check the
following box. [ ]                                                              

If this Form is a  post-effective  amendment to a registration  statement  filed
pursuant to General Instruction I.D. filed to register additional  securities or
additional  classes of securities  pursuant to Rule 413(b) under the  Securities
Act, check the following box. [ ]                                               

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated filer", and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.                                                 

  Large accelerated filer  [ ]              Accelerated filer          [X]

  Non-accelerated filer    [ ]              Smaller reporting company  [ ]
(Do not check if a smaller reporting company)                                   

 CALCULATION OF REGISTRATION FEE

Title of each                     Proposed        Proposed                      
Class of                        Maximum          Maximum                    
Securities       Securities       Offering        Aggregate       Amount of     
to be            to be         Price Per        Offering       Registration 
Registered       Registered       Share (1)        Price            Fee(1)      
----------       ----------     ------------   --------------   --------------  

Common stock        (2)              (2)              (2)             (2)       

Total                           $10,000,000      $10,000,000         $1,364     

(1)  Offering price computed in accordance with Rule 457(c).                    

(2)  There are being registered  hereunder an indeterminate  number of shares of
     common  stock  and  warrants  as may be sold,  from  time to  time,  by the
Company.                                                              

     Pursuant  to  Rule  416,   this   Registration   Statement   includes  such
indeterminate number of additional securities as may be required for issuance as
the result of any stock splits, stock dividends or similar transactions.        

     This  registration  statement  is  being  filed  pursuant  to Rule  462(b).
Pursuant to Instruction IV of the general  instructions to Form S-3 the contents
of registration statement 333-186103 are incorporated by reference.             

2 

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 POWER OF ATTORNEY

     The  registrant  and each  person  whose  signature  appears  below  hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone,  to file one or more  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  which  amendments  may make such
changes  in  this  Registration  Statement  as  such  agent  for  service  deems
appropriate,  and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the  Registrant and any such person,  individually  and in
each capacity stated below, any such amendments to this Registration Statement. 

SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Vienna,  State  of  Virginia,  on the  8th day of 
October, 2013.                                                                  

                 CEL-SCI CORPORATION

                         By: /s/ Maximilian de Clara
                                         -----------------------------------
                                          Maximilian de Clara, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.                                          

Signature                            Title                  Date                

/s/ Maximilian de Clara       Director and Principal    October 8, 2013         
--------------------------                                                      
Maximilian de Clara           Executive Officer                                 

/s/ Geert R. Kersten          Director, Principal       October 8, 2013         
--------------------------                                                      
Geert R. Kersten              Financial Officer, and                            
   Chief Executive Officer

/s/ Alexander G. Esterhazy    Director                  October 8, 2013         
--------------------------                                                      
Alexander G. Esterhazy                                                          

/s/ C. Richard Kinsolving     Director                  October 8, 2013         
--------------------------                                                      
C. Richard Kinsolving, Ph.D.                                                    

/s/ Peter R. Young            Director                  October 8, 2013         
--------------------------                                                      
Peter R. Young, Ph.D.                                                           

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 CEL-SCI CORPORATION

FORM S-3

EXHIBITS

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 EXHIBIT 5

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HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                    Fax: (303) 839-5414
(303) 839-0061

October 8, 2013   

CEL-SCI Corporation                                                             
8229 Boone Blvd. #802                                                           
Vienna, VA 22182                                                                

     This letter will  constitute  an opinion  upon the  legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of shares of its common
stock, preferred stock,  convertible preferred stock, rights and warrants having
a maximum value of $10,000,000, all as referred to in the Registration Statement
on Form S-3 filed by CEL-SCI with the Securities and Exchange Commission.       

     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,  a copy of the  Registration  Statement  and all  other  documents  we
considered necessary to render our option. In our opinion:                      

     o    CEL-SCI is authorized to issue the securities which are the subject of
          this registration  statement,  as well as any securities issuable upon
          the  conversion of preferred  stock or upon the exercise of any rights
or warrants;                                                

     o    such securities,  when sold, will be legally issued and will represent
fully paid and non-assessable securities of CEL-SCI; and    

     o    the rights and warrants,  when issued,  will be binding obligations of
CEL-SCI under the laws of Colorado.                         

     Very truly yours,

    HART & HART, LLC

       /s/ William T. Hart
        --------------------
   William T. Hart

EXHIBIT 23

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CONSENT OF ATTORNEYS

Reference is made to the Registration Statement of CEL-SCI Corporation,  whereby
the Company  proposes to sell securities  having a maximum value of $10,000,000.
Reference  is also made to  Exhibit 5  included  in the  Registration  Statement
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.                                      

 Very truly yours,

HART & HART, LLC

   /s/ William T. Hart

William T. Hart 

Denver, Colorado                                                                
October 8, 2013                                                                 

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Consent of Independent Registered Public Accounting Firm

CEL-SCI Corporation                                                             
Vienna, Virginia                                                                

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this Registration Statement of our reports dated December
14,  2012,   relating  to  the   consolidated   financial   statements  and  the
effectiveness of CEL-SCI Corporation's internal control over financial reporting
appearing  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
September 30, 2012.                                                             

We also  consent  to the  reference  to us under the  caption  "Experts"  in the
Prospectus.                                                                     

/s/ BDO USA, LLP                                                                

BDO USA, LLP                                                                    
Bethesda, Maryland                                                              
October 8, 2013                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/11/14							424B5,  8-K
		10/8/13		3		8			8-K,  S-3MEF
		12/14/12		8					10-K
		9/30/12		8					10-K
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