8-K

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):  March 27, 2019

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52091	87-0455038
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the 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.

[  ] 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 CFR240.14a-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-4(c) under the Exchange Act (17 CFR 240.13(e)-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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-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 reporting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

1

This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant’s management.  When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements.  Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.  Except as required by law, the Registrant does not undertake to update its forward-looking statements.

Item 2.02 Results of Operations and Financial Condition

On March 27, 2019 we issued a press release reporting our results of operations for the year ended December 31, 2018. A copy of the press release is attached to this Current Report.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 27, 2019

GEOVAX LABS, INC.
By:	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

GeoVax Reports 2018 Year-End Financial Results

ATLANTA, GA, March 27, 2019 – GeoVax Labs, Inc. (OTCQB: GOVX), a biotechnology company developing human vaccines, today announced its financial results for the year ended December 31, 2018.

GeoVax reported a net loss for the year ended December 31, 2018 of $2.6 million, or $0.02 per share, based on 163.6 million weighted average shares outstanding. For the year ended December 31, 2017, the Company reported a loss of $2.2 million, or $0.03 per share, based on 68.6 million weighted average shares outstanding.

Grant and collaboration revenues of $1.0 million for 2018, as compared to $1.1 million in 2017. Research and development expenses were $1.9 million in 2018, compared with $2.0 million in 2017. General and administrative expenses were $1.6 million in 2018, compared to $1.2 million in 2017.

Summarized financial information is attached. Further information concerning the Company’s financial position and results of operations are included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission.

David Dodd, President & CEO, commented, “We recently published a comprehensive corporate update on our vaccine development activities, and now with our annual financial audit complete and our Annual Report on Form 10-K filed with the SEC, we can release our summarized financial information for 2018. As we described in our corporate update, during the past year GeoVax made solid progress in several highly promising human vaccine programs, expanded our research collaborations, and added to our in-house scientific expertise. We are optimistic for significant developments during 2019 and I look forward to sharing further updates as we move forward.”

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company developing human vaccines against infectious diseases using its MVA-VLP vaccine platform. GeoVax was the winner of the 2018 “Best Biotech” Vaccine Industry Excellence Awards, a finalist for the 2018 “Best Prophylactic Vaccine” Award for its Zika vaccine at the World Vaccine Congress, as well as a finalist for Pipelines of Promise at Buzz of Bio 2018. The Company’s development programs are focused on vaccines against HIV, Zika, hemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa) and malaria. GeoVax also is evaluating the use of its MVA-VLP platform in cancer immunotherapy, and for therapeutic use in chronic Hepatitis B infections. GeoVax’s vaccine platform supports in vivo production of non-infectious VLPs from the cells of the very person receiving the vaccine. The production of VLPs in the person being vaccinated mimics virus production in a natural infection, stimulating both the humoral and cellular arms of the immune system to recognize, prevent, and control the target infection. For more information, visit www.geovax.com.

Contact:

GeoVax Labs, Inc.

investor@geovax.com

678-384-7220

FINANCIAL TABLES FOLLOW

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GEOVAX LABS, INC.

Condensed Consolidated Statements of Operations Information

(amounts in thousands, except per share data)

	Year Ended
	December 31,
	2018			2017
Grant and collaboration revenue	$	963		$	1,075
Operating expenses:
Research and development		1,879			2,017
General and administrative		1,647			1,232
		3,526			3,249
Loss from operations		(2,563	)		(2,174	)
Other income (expense), net		3			4
Net loss	$	(2,560	)	$	(2,170	)
Net loss per common share	$	(0.02	)	$	(0.03	)
Weighted average shares outstanding		163,585			68,606

Condensed Consolidated Balance Sheet Information

(amounts in thousands)

	December 31,
	2018			2017
Assets:
Cash and cash equivalents	$	260		$	313
Other current assets		360			135
Total current assets		620			448
Property and other assets		22			42
Total assets	$	642		$	490
Liabilities and stockholders’ equity
Total liabilities	$	1,664		$	811
Stockholders’ equity (deficiency)		(1,022	)		(321	)
Total liabilities and stockholders’ equity	$	642		$	490
Common Shares Outstanding		218,903			106,737

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