SecProbe.io

March 4, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed February 21, 2020
File No. 333-229295
Dear Mr. Kersten:
            We have reviewed your post-effective amendment and your letter dated February 24,
2020 and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed February 21, 2020
Description of Common Stock, page 4
1.We note your disclosure regarding your forum selection provision for certain claims.
Your disclosure that the laws of Delaware will apply to any such claim does not appear to
be consistent with your proposed changes to your bylaws.  In that regard,  we note that the
proposed changes to your bylaws removes the sentence that the laws of Delaware will
apply.  Please revise.  In addition, please include risk factor disclosure regarding this
provision to update the risk factor disclosure provided in your annual report on Form 10-K
that is incorporated by reference.   In that regard, we note your disclosure in your
prospectus that it is your intention that this provision applies to actions arising under the
Securities Act and the Exchange Act.  Please also revise your disclosure regarding the

 FirstName LastNameGeert Kersten
 Comapany NameCEL-SCI Corporation
 March 4, 2020 Page 2
 FirstName LastName
Geert Kersten
CEL-SCI Corporation
March 4, 2020
Page 2
applicability of the exclusive forum provision to state law claims to clearly state that there
is uncertainty as to whether a court would enforce your provision.
General
2.We note your response to comment one in our letter dated February 14, 2020.  Please
revise your prospectus to make clear what remedies shareholders have under Section
12(a)(1) of the Securities Act of 1933 if the shares inadvertently issued were issued in
violation of Section 5 of the Securities Act of 1933.  For example, please reflect the
amount subject to possible rescission on your financial statements, describe the matter in a
note to the financial statements, add risk factor disclosure, and provide MD&A disclosure.
3.It appears you are attempting to register additional shares by post-effective amendment.
For example, it does not appear shares of common stock issuable upon exercise of Series
Y warrants were included in your registration statement on Form S-1 that was declared
effective on February 3, 2020. The company is not eligible to register additional shares in
this manner.  Please advise and provide us your analysis.  Refer generally to Securities
Act Rule 413.  For guidance, refer to Compliance and Disclosure Interpretations,
Securities Act Rules Question 210.01.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.