10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2019

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from               to              

Commission file number 000-52091

GEOVAX LABS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	87-0455038
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

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)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Emerging growth company	☐
Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐    No ☒

As of November 6, 2019, 426,306,328 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	1
	Condensed Consolidated Statements of Operations for the three-month and nine-month periods ended    September 30, 2019 and 2018 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the three-month and nine-month periods ended September 30, 2019 and 2018 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2019 and 2018 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3	Defaults Upon Senior Securities	18
Item 4	Mine Safety Disclosures	18
Item 5	Other Information	18
Item 6	Exhibits	19
SIGNATURES		20

Part I -- FINANCIAL INFORMATION

Item 1 Financial Statements

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	569,359		$	259,701
Grant funds and other receivables		103,485			121,814
Prepaid expenses and other current assets		122,746			238,189
Total current assets		795,590			619,704
Property and equipment, net (Note 5)		9,929			11,350
Deposits		11,010			11,010
Total assets	$	816,529		$	642,064
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	63,143		$	125,859
Accrued expenses (Note 6)		1,732,438			1,238,552
Current portion of notes payable (Note 7)		12,500			260,420
Total current liabilities		1,808,081			1,624,831
Note payable, net of current portion (Note 7)		29,167			39,580
Total liabilities		1,837,248			1,664,411
Commitments (Note 8)
Stockholders’ equity (deficiency):
Preferred Stock, $.01 par value (Note 9):
Authorized shares – 10,000,000
Issued and outstanding shares – 3,054 and 3,450 September 30, 2019 and December 31, 2018, respectively		2,321,823			1,971,333
Common stock, $.001 par value:
Authorized shares – 600,000,000
Issued and outstanding shares – 95,627,584 and 437,807 at September 30, 2019 and December 31, 2018, respectively		95,628			438
Additional paid-in capital		38,818,750			37,482,766
Accumulated deficit		(42,256,920	)		(40,476,884	)
Total stockholders’ equity (deficiency)		(1,020,719	)		(1,022,347	)
Total liabilities and stockholders’ equity (deficiency)	$	816,529		$	642,064

See accompanying notes to condensed consolidated financial statements.

1

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Grant and collaboration revenue	$	333,209		$	349,344		$	907,382		$	663,908
Operating expenses:
Research and development		467,674			557,696			1,474,619			1,416,892
General and administrative		291,475			458,974			1,214,189			1,175,399
Total operating expenses		759,149			1,016,670			2,688,808			2,592,291
Loss from operations		(425,940	)		(667,326	)		(1,781,426	)		(1,928,383	)
Other income (expense):
Interest income		2,560			1,058			4,665			4,092
Interest expense		(1,054	)		(625	)		(3,275	)		(1,458	)
Total other income (expense)		1,506			433			1,390			2,634
Net loss	$	(424,434	)	$	(666,893	)	$	(1,780,036	)	$	(1,925,749	)
Basic and diluted:
Loss per common share	$	(0.03	)	$	(1.99	)	$	(0.37	)	$	(6.43	)
Weighted averages shares outstanding		13,038,871			334,814			4,772,648			299,522

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Unaudited)

	Three-Month and Nine-Month Periods Ended September 30, 2019
																Total
											Additional					Stockholders’
	Preferred Stock (Note 9)						Common Stock				Paid-in		Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficiency)
Balance at December 31, 2018		3,450		$	1,971,333			437,807	$	438	$	37,482,766	$	(40,476,884	)	$	(1,022,347	)
Sale of convertible preferred stock for cash and cancellation of note payable		500			404,250			-		-		85,750		-			490,000
Conversion of preferred stock to common stock		(767	)		(303,475	)		118,280		118		303,357		-			-
Fractional shares issuable upon reverse stock split		-			-			402		-		-		-			-
Stock option expense		-			-			-		-		26,652		-			26,652
Net loss for the three months ended March 31, 2019		-			-			-		-		-		(701,454	)		(701,454	)
Balance at March 31, 2019		3,183			2,072,108			556,489		556		37,898,525		(41,178,338	)		(1,207,149	)
Sale of convertible preferred stock for cash		500			438,700			-		-		61,300		-			500,000
Conversion of preferred stock to common stock		(281	)		(172,941	)		253,300		254		172,687		-			-
Fractional shares issuable upon reverse stock split		-			-			-		-		-		-			-
Issuance of common stock for services		-			-			4,127		4		5,996		-			6,000
Stock option expense		-			-			-		-		26,664		-			26,664
Net loss for the three months ended June 30, 2019		-			-			-		-		-		(654,148	)		(654,148	)
Balance at June 30, 2019		3,402			2,337,867			813,916		814		38,165,172		(41,832,486	)		(1,328,633	)
Sale of convertible preferred stock for cash		700			700,000			-		-		-		-			700,000
Conversion of preferred stock to common stock		(1,048	)		(716,044	)		94,775,841		94,776		621,268		-			-
Issuance of common stock for services		-			-			37,827		38		5,962		-			6,000
Stock option expense		-			-			-		-		26,348		-			26,348
Net loss for the three months ended September 30, 2019		-			-			-		-		-		(424,434	)		(424,434	)
Balance at September 30, 2019		3,054		$	2,321,823			95,627,584	$	95,628	$	38,818,750	$	(42,256,920	)	$	(1,020,719	)

See accompanying notes to consolidated financial statements

3

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Unaudited)

	Three-Month and Nine-Month Periods Ended September 30, 2018
																Total
											Additional					Stockholders’
	Preferred Stock (Note 9)						Common Stock				Paid-in		Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficiency)
Balance at December 31, 2017		3,670		$	1,899,085			213,474	$	213	$	35,696,435	$	(37,916,790	)	$	(321,057	)
Sale of convertible preferred stock for cash		600			590,000			-		-		-		-			590,000
Conversion of preferred stock to common stock		(450	)		(441,000	)		60,000		60		440,940		-			-
Issuance of common stock for services		-			-			10,000		10		199,990		-			200,000
Stock option expense		-			-			-		-		23,978					23,978
Net loss for the three months ended March 31, 2018		-			-			-		-		-		(621,813	)		(621,813	)
Balance at March 31, 2018		3,820			2,048,085			283,474		283		36,361,343		(38,538,603	)		(128,892	)
Conversion of preferred stock to common stock		(345	)		(338,100	)		46,000		46		338,054		-			-
Stock option expense		-			-			-		-		23,221		-			23,221
Net loss for the three months ended June 30, 2018		-			-			-		-		-		(637,043	)		(637,043	)
Balance at June 30, 2018		3,475			1,709,985			329,474		329		36,722,618		(39,175,646	)		(742,714	)
Sale of convertible preferred stock for cash		600			600,000			-		-		-		-			600,000
Conversion of preferred stock to common stock		(205	)		(200,900	)		27,333		28		200,872		-			-
Stock option expense		-			-			-		-		85,370		-			85,370
Net loss for the three months ended September 30, 2018		-			-			-		-		-		(666,893	)		(666,893	)
Balance at September 30, 2018		3,870		$	2,109,085			356,807	$	357	$	37,008,860	$	(39,842,539	)	$	(724,237	)

See accompanying notes to consolidated financial statement

4

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(1,780,036	)	$	(1,925,749	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,693			14,881
Stock-based compensation expense		290,744			275,425
Changes in assets and liabilities:
Grant funds and other receivables		18,329			45,001
Prepaid expenses and other current assets		(83,637	)		62,544
Accounts payable and accrued expenses		431,170			486,413
Total adjustments		662,299			884,264
Net cash used in operating activities		(1,117,737	)		(1,041,485	)
Cash flows from investing activities:
Purchase of property and equipment		(4,272	)		-
Net cash used in investing activities		(4,272	)		-
Cash flows from financing activities:
Net proceeds from sale of preferred stock		1,440,000			1,190,000
Proceeds from issuance of note payable		-			50,000
Principal repayment of note payable		(8,333	)		-
Net cash provided by financing activities		1,431,667			1,240,000
Net increase in cash and cash equivalents		309,658			198,515
Cash and cash equivalents at beginning of period		259,701			312,727
Cash and cash equivalents at end of period	$	569,359		$	511,242

Supplemental disclosure of non-cash financing activities:

During the nine months ended September 30, 2019, 587 shares of Series C Convertible Preferred Stock were converted into 78,280 shares of common stock, 1,563 shares of Series C Convertible Preferred Stock and 1,200 shares of Series E Convertible Preferred Stock were exchanged for 2,763 shares of Series F Convertible Preferred Stock, 507 shares of Series F Convertible Preferred Stock were converted into 381,700 shares of common stock, 250 shares of Series G Convertible Preferred Stock were issued in exchange for cancellation of $250,000 of term notes payable, 2,256 shares of Series F Convertible Preferred Stock and 1,000 shares of Series G Convertible Preferred Stock were exchanged for 3,256 shares of Series H Convertible Preferred Stock, and 1,002 shares of Series H Convertible Preferred Stock were converted into 94,687,441 shares of common stock.

During the nine months ended September 30, 2018, 1,000 shares of Series D Convertible Preferred Stock were converted into 133,333 shares of common stock.

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(unaudited)

1. Description of Business

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases using a novel vector vaccine platform (Modified Vaccinia Ankara Virus-Like Particle, or “MVA-VLP”). Our recombinant MVA vector expresses target proteins on highly immunogenic VLPs in the person being vaccinated, resulting in durable immune responses while providing the safety characteristics of the replication-deficient MVA vector. Important attributes of GeoVax vaccines include single dose, no adjuvant, durable immunity, extensive safety and cost-effective manufacturing. 

Our current development programs are focused on preventive and therapeutic vaccines against Human Immunodeficiency Virus (HIV); preventive vaccines against hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa fever), Zika virus and malaria; a therapeutic vaccine for chronic hepatitis B virus infections; and immunotherapies for solid tumor cancers. Our most advanced vaccine program is focused on the clade B subtype of HIV prevalent in the larger commercial markets of the Americas, Western Europe, Japan and Australia; this program is currently undergoing human clinical trials.

Our corporate strategy is to improve health to patients worldwide by advancing our vaccine platform, using its unique capabilities to design and develop an array of products addressing unmet medical needs in the areas of infectious diseases and oncology. Our goal is to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities.

We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration (FDA) in the United States, by the European Medicines Agency (EMA) in the European Union, and by comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years and often involves expenditure of substantial resources. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with one or more potential strategic partners.

GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in metropolitan Atlanta, Georgia.

2. Basis of Presentation

The accompanying condensed consolidated financial statements at September 30, 2019 and for the three-month and nine-month periods ended September 30, 2019 and 2018 are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

As described in Note 10, effective April 30, 2019, we enacted a one-for-five hundred reverse stock split of our common stock. The accompanying financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date the financial statements are available to be issued.  We are devoting substantially all of our present efforts to research and development of our vaccine candidates. We have funded our activities to date from government grants and clinical trial assistance, and from sales of our equity securities. We will continue to require substantial funds to continue these activities. 

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We believe that our existing cash resources, government funding and corporate collaboration commitments will be sufficient to continue our planned operations into the first quarter of 2020. Due to our history of operating losses and our continuing need for capital to conduct our research and development activities, there is substantial doubt concerning our ability to operate as a going concern beyond that timeframe. We are currently exploring sources of capital through additional government grants and corporate collaborations. We also intend to secure additional funds through sales of our equity securities or by other means. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern. Additional funding may not be available on favorable terms or at all. If we fail to obtain additional capital when needed, we will be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

3. Significant Accounting Policies and Recent Accounting Pronouncements

We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 those accounting policies that we consider significant in determining our results of operations and financial position. Other than as described below, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to classify leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to prior guidance for operating leases. We adopted ASU 2016-02 effective January 1, 2019; such adoption had no material impact on our financial statements, given that the noncancelable term of our current lease is less than 12 months (see Note 8).

There have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2019, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which we expect to have a material impact on our financial statements.

4. Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents consist of convertible preferred stock, stock options and stock purchase warrants. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled 10,937,156 and 10,895,920 shares for the three-month and nine-month periods ended September 30, 2019, respectively, as compared to 86,783 and 75,740 shares for the three-month and nine-month periods ended September 30, 2018, respectively.

5. Property and Equipment

Property and equipment as shown on the accompanying Condensed Consolidated Balance Sheets is composed of the following as of September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(668,939	)		(663,246	)
Property and equipment, net	$	9,929		$	11,350

7

6. Accrued Expenses

Accrued expenses as shown on the accompanying Condensed Consolidated Balance Sheets is composed of the following as of September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
Accrued management salaries	$	1,228,169	$	924,509
Accrued directors’ fees		378,569		295,670
Other accrued expenses		125,700		18,373
Total accrued expenses	$	1,732,438	$	1,238,552

7. Notes Payable

On February 28, 2018, we entered into a Senior Note Purchase Agreement with Georgia Research Alliance, Inc. (GRA) pursuant to which we issued a five-year Senior Promissory Note (the “GRA Note”) to GRA in exchange for $50,000. The GRA Note bears an annual interest rate of 5%, payable monthly, with principal repayments beginning in the second year. Principal repayments are expected to be $2,084 for the remainder of 2019, $12,500 in 2020, 2021 and 2022, and $2,083 in 2023. Interest expense related to the GRA Note for the three-month and nine-month periods ended September 30, 2019 was $547 and $1,753, respectively, as compared to $625 and $1,458, respectively, for the same periods of 2018.

On December 27, 2018, we issued short-term non-interest-bearing Term Promissory Notes (the “Term Notes”) to two current investors in exchange for an aggregate of $250,000. In February 2019, the Term Notes were cancelled in exchange for shares of our convertible preferred stock (see Note 9).

8. Commitments

Lease Agreement

We lease approximately 8,400 square feet of office and laboratory space pursuant to an operating lease which expires on December 31, 2019 and which is under negotiation for extension beyond that date. Rent expense for the for the three-month and nine-month periods ended September 30, 2019 was $40,316 and $120,949, respectively, as compared to $39,136 and $117,409, respectively, for the same periods of 2018. Future minimum lease payments total $40,316 for the remainder of 2019.

Other Commitments

In the normal course of business, we enter into various firm purchase commitments related to production and testing of our vaccine, conduct of research studies, and other activities. As of September 30, 2019, there are approximately $391,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2019 and 2020. We expect this entire amount to be reimbursable to us pursuant to existing government grants.

9. Preferred Stock

Preferred Stock Summary

We are authorized to issue up to 10,000,000 shares of our Preferred Stock, $.01 par value, which may be issued in one or more series. The table below presents our issued and outstanding series of preferred stock as of September 30, 2019 and December 31, 2018. Each series of our outstanding preferred stock has a stated value of $1,000 per share. Further details concerning each series of preferred stock, and the changes in each series during the three-month and nine-month periods ending September 30, 2019 and 2018 are discussed in the sections that follow the table.

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	September 30, 2019				December 31, 2018
			Carrying				Carrying
	Shares		Value		Shares		Value
Series B Convertible Preferred Stock		100	$	76,095		100	$	76,095
Series C Convertible Preferred Stock		-		-		2,150		705,238
Series E Convertible Preferred Stock		-		-		1,200		1,190,000
Series H Convertible Preferred Stock		2,254		1,545,728		-		-
Series I Convertible Preferred Stock		700		700,000		-		-
Total		3,054	$	2,321,823		3,450	$	1,971,333

Series B Preferred Stock

During the nine-month period ended September 30, 2019, there were no conversions or other transactions involving our Series B Convertible Preferred Stock (“Series B Preferred Stock”). As of September 30, 2019, there are 100 shares of our Series B Convertible Preferred Stock outstanding. The Series B Preferred Stock may be converted at any time at the option of the holder into shares of our common stock at a conversion price of $175 per share.

Series C Preferred Stock

During January and February 2019, 587 shares of our Series C Convertible Preferred Stock (“Series C Preferred Stock”) were converted into 78,280 shares of our common stock. As discussed below, during February 2019, all remaining shares of Series C Preferred Stock (1,563 shares) were exchanged for Series F Preferred Stock.

Series E Preferred Stock

During the nine-month period ended September 30, 2019, there were no conversions involving our Series E Convertible Preferred Stock (“Series E Preferred Stock”). As discussed below, during February 2019, all remaining shares of Series E Preferred Stock (1,200 shares) were exchanged for Series F Preferred Stock.

Series F Preferred Stock

On February 18, 2019, we entered into Exchange Agreements with holders of our Series C and Series E Preferred Stock, pursuant to which the holders exchanged all shares of Series C and Series E Preferred Stock held by them for an aggregate of 2,763 shares of Series F Convertible Preferred Stock (“Series F Preferred Stock”). Each share of Series F Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series F Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 90% of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series F Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series F Preferred Stock. During the three-month and nine-month periods ending September 30, 2019, 46 and 507 shares, respectively, of Series F Preferred Stock were converted into 88,400 and 381,700 shares, respectively, of our common stock. As discussed below, during July 2019, all remaining shares of Series F Preferred Stock (2,256 shares) were exchanged for Series H Preferred Stock.

Series G Preferred Stock

On February 25, 2019, we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to 1,000 shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to $1.0 million, which was funded at three different closings. Each share of Series G Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series G Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 90% of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series G Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series G Preferred Stock.

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At the first closing, which occurred on February 26, 2019, we issued 500 shares of Series G Preferred Stock in exchange for the payment by the Purchasers of $250,000 in the aggregate, plus the cancellation of Term Notes held by the Purchasers (see Note 7) in the amount of $250,000. At the first closing we also issued warrants to purchase an aggregate of 33,334 shares of our common stock. The warrants have an initial exercise price of $7.50 per share, are exercisable six months from the issuance date, and have a term of exercise equal to five years from the date they first become exercisable. The warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants; in the event of such adjustment, the number of shares subject to the warrants will also increase so that the aggregate exercise price remains the same for each warrant. At the second and third closings, which occurred on April 26 and June 19, 2019, we issued an aggregate of 500 additional shares of Series G Preferred Stock in exchange for the payment by the Purchasers of a total of $500,000. We also issued the Purchasers warrants to purchase an aggregate of 66,668 shares of our common stock. As discussed below, during July 2019, all of the then-outstanding shares of Series G Preferred Stock (1,000 shares) were exchanged for Series H Preferred Stock.

Series H Preferred Stock

On July 16, 2019, we entered into Exchange Agreements with holders of our Series F and Series G Preferred Stock, pursuant to which the holders exchanged all shares of Series F and Series G Preferred Stock held by them for an aggregate of 3,256 shares of Series H Convertible Preferred Stock (“Series H Preferred Stock”). Each share of Series H Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series H Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 80% of the lowest volume weighted average price of the Common Stock during the ten trading days immediately preceding the delivery of a notice of conversion. The Series H Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series H Preferred Stock. During the three-month period ending September 30, 2019, 1,002 shares of Series H Preferred Stock were converted into 94,687,441 shares of our common stock. As of September 30, 2019, there are 2,254 shares of our Series H Preferred Stock outstanding, which may be converted at any time at the option of the holder into shares of our common stock at a conversion price determined based on the calculation described above.

Series I Preferred Stock

On July 24, 2019, we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of 700 shares of our Series I Convertible Preferred Stock (“Series I Preferred Stock”) for gross proceeds of $700,000. Each share of Series I Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series I Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 80% of the lowest volume weighted average price of the Common Stock during the ten trading days immediately preceding the delivery of a notice of conversion. The Series I Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series I Preferred Stock. During the three-month period ended September 30, 2019, there were no conversions involving our Series I Preferred Stock. As of September 30, 2019, there are 700 shares of our Series I Preferred Stock outstanding, which may be converted at any time at the option of the holder into shares of our common stock at a conversion price determined based on the calculation described above

10. Common Stock and Stock-Based Compensation

Reverse Stock Split

Following approval by our shareholders at a meeting held on April 15, 2019, on April 30, 2019, we effected a one-for-five hundred reverse split of our common stock by the filing of an amendment to our certificate of incorporation with the State of Delaware. All share and per share information in our condensed consolidated financial statements and notes that relate to our common stock has been retroactively restated to reflect the reverse stock split.

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Common Stock Transactions

As discussed in Note 9, during the nine-month period ended September 30, 2019, we issued 95,147,421 shares of our common stock pursuant to conversions our Series C, Series F and Series H Preferred Stock.

During the nine-month period ended September 30, 2019, we issued 41,954 shares of our common stock in exchange for consulting services. See “Stock-Based Compensation Expense” below.

Stock Options

During the nine months ended September 30, 2019, there were no transactions involving our stock option plans. As of September 30, 2019, there are 28,800 stock options outstanding ($53.99/share weighted-average exercise price), 13,585 of which are exercisable at that date ($93.92/share weighted-average exercise price).

Stock Purchase Warrants

During the nine months ended September 30, 2019, we issued an aggregate of 100,002 stock purchase warrants in connection with the sale of our Series G Preferred Stock as discussed above. As of September 30, 2019, there are 294,302 stock purchase warrants outstanding ($7.50/share weighted-average exercise price), 227,634 of which are exercisable at that date ($7.50/share weighted-average exercise price).

Stock-Based Compensation Expense

Stock-based compensation expense related to our stock option plans was $26,348 and $79,664 during the three-month and nine-month periods ended September 30, 2019, respectively, as compared to $85,370 and $132,569, respectively, during the same periods of 2018. Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of September 30, 2019, there was $130,719 of unrecognized compensation expense related to stock options, which we expect to recognize over a weighted average period of 1.6 years.

During the three-month and nine-month periods ended September 30, 2019 we recorded stock-based compensation expense of $6,000 and $211,080, respectively, associated with common stock issued for consulting and financial advisory services, as compared to $57,143 and $142,856, respectively, during the same periods of 2018.

11. Income Taxes

Because of our historically significant net operating losses, we have not paid income taxes since inception. We maintain deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and credits will be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation will result in the expiration of net operating losses and credits before utilization.

12. Grants and Collaboration Revenue

We receive payments from government entities under our grants from the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of our vaccine research and development efforts. We record revenue associated with government grants as the reimbursable costs are incurred. During the three-month and nine-month periods ended September 30, 2019, we recorded $214,765 and $754,022, respectively, of revenues associated with these grants, as compared to $340,716 and $650,280, respectively, for the comparable periods of 2018. As of September 30, 2019, there is an aggregate of $1,835,225 in approved grant funds available for use during 2019 and 2020.

During the three-month and nine-month periods ended September 30, 2019, we recorded $118,444 and $153,360, respectively, of revenues associated with research collaboration agreements with third parties, as compared to $8,628 and $13,628, respectively, for the comparable periods of 2018.

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13. Subsequent Events

During October and November (through November 6) 2019, holders of our preferred stock converted approximately 466 shares of our Series H Preferred Stock into 330,000,000 shares of our common stock. During October 2019, we issued 678,744 shares of our common stock in exchange for consulting services.

Item 2 Management’s Discussion and Analysis of Financial Condition And Results of Operations

FORWARD LOOKING STATEMENTS

In addition to historical information, the information included in this Form 10-Q contains forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, including but not limited to the risk factors set forth under the heading “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2018, and should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,” ‘‘intends,’’ ‘‘plans,’’ ‘‘pro forma,’’ ‘‘estimates,’’ or ‘‘anticipates’’ or other variations thereof or comparable terminology, or by discussions of strategy, plans, or intentions. Such forward-looking statements are necessarily dependent on assumptions, data, or methods that may be incorrect or imprecise and may be incapable of being realized. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

● whether we can raise additional capital as and when we need it;

● whether we are successful in developing our products;

● whether we are able to obtain regulatory approvals in the United States and other countries for sale of our products;

● whether we can compete successfully with others in our market; and

● whether we are adversely affected in our efforts to raise cash by the volatility and disruption of local and national economic, credit and capital markets and the economy in general.

Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s analysis only. We assume no obligation to update forward-looking statements.

Overview

GeoVax is a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases using a novel vector vaccine platform (Modified Vaccinia Ankara Virus-Like Particle, or “MVA-VLP”). Our recombinant MVA vector expresses target proteins on highly immunogenic VLPs in the person being vaccinated, resulting in durable immune responses while providing the safety characteristics of the replication-deficient MVA vector. Important attributes of GeoVax vaccines include single dose, no adjuvant, durable immunity, extensive safety and cost-effective manufacturing. 

Our current development programs are focused on preventive and therapeutic vaccines against Human Immunodeficiency Virus (HIV); preventive vaccines against hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa fever), Zika virus and malaria; a therapeutic vaccine for chronic hepatitis B virus infections; and immunotherapies for solid tumor cancers. Our most advanced vaccine program is focused on the clade B subtype of HIV prevalent in the larger commercial markets of the Americas, Western Europe, Japan and Australia; this program is currently undergoing human clinical trials.

Our corporate strategy is to improve health to patients worldwide by advancing our vaccine platform, using its unique capabilities to design and develop an array of products addressing unmet medical needs in the areas of infectious diseases and oncology. Our goal is to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities.

We have not generated any revenues from the sale of any such products, and we do not expect to generate any such revenues for at least the next several years. Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization. We may not be successful in our research and development efforts, and we may never generate sufficient product revenue to be profitable.

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Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and adjusts the estimates as necessary. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our financial statements, refer to Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no significant changes to our critical accounting policies from those disclosed in our 2018 Annual Report.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is contained in Note 3 to the condensed consolidated financial statements, included in this Quarterly Report.

Liquidity and Capital Resources

Our principal uses of cash are to finance our research and development activities. Since inception, we have funded these activities primarily from government grants and clinical trial assistance, and from sales of our equity securities. At September 30, 2019, we had cash and cash equivalents of $569,359 and total assets of $816,529, as compared to $259,701 and $642,064, respectively, at December 31, 2018. At September 30, 2019, we had a working capital deficit of $1,012,491, compared to $1,005,127 at December 31, 2018. Our current liabilities at September 30, 2019 and December 31, 2018 include $1,606,738 and $1,220,179, respectively of accrued management salaries and director fees, payment of which is still being deferred as discussed further below.

Net cash used in operating activities was $1,117,737 and $1,041,485 for the nine-month periods ended September 30, 2019 and 2018, respectively. Generally, the variances between periods are due to fluctuations in our net losses, offset by non-cash charges such as depreciation and stock-based and deferred compensation expense, and by net changes in our assets and liabilities. Our net losses generally fluctuate based on expenditures for our research activities, partially offset by government grant revenues. As of September 30, 2019, there is $1,835,225 in approved grant funds available for use during 2019 and 2020. Of this amount, we expect that $1,151,610 will be used by us to reimburse third parties who will provide services covered by these grants. See “Results of Operations – Grant and Collaboration Revenues” below for additional details concerning our government grants.

Members of our executive management team and our board of directors have deferred receipt of portions of their salaries and fees in order to help conserve the Company’s cash resources. As of September 30, 2019, the accumulated deferrals totaled $1,606,738. We expect the ongoing deferrals of approximately $32,000 per month for the management salaries and $20-30,000 per quarter for the board of director fees to continue until such time as a significant financing event (as determined by the board of directors) is consummated. The method selected for addressing these accumulated deferrals could have an adverse effect on our liquidity.

The National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH), has funded the costs of conducting all of our human clinical trials (Phase 1 and Phase 2a) to date for our preventive HIV vaccines, with GeoVax incurring certain costs associated with manufacturing the clinical vaccine supplies and other study support. We expect that NIAID will also fund the cost of a planned Phase 1 trial (HVTN 132), conducted by the HIV Trials Network (HVTN), to further evaluate the safety and immunogenicity of adding “protein boost” components to our vaccine, GOVX-B11. The timing of HVTN 132 is uncertain, and dependent upon components other than our vaccine, but we expect the HVTN to commence patient enrollment in 2020. Additionally, we are party to a collaboration with American Gene Technologies International, Inc. (AGT) whereby AGT intends to conduct a Phase 1 human clinical trial, of which an arm will evaluate our combined technologies, with the ultimate goal of developing a functional cure for HIV infection. We expect that AGT will begin the Phase 1 trial in early 2020. We are also currently in discussions with a public-private consortium for the use of our vaccine in a similar effort toward developing a cure for HIV infection; we expect these studies may also begin in early 2020.

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Net cash used in investing activities was $4,272 and $-0- for the nine-month periods ended September 30, 2019 and 2018, respectively. Our investing activities have consisted predominantly of capital expenditures.

Net cash provided by financing activities was $1,431,667 and $1,240,000 for the nine-month periods ended September 30, 2019 and 2018, respectively. Net cash provided by financing activities during the 2018 period relates to the sale by us of shares of our Series E convertible preferred stock ($1,190,000) and our issuance of a five-year Senior Promissory Note (the “GRA Note”) to the Georgia Research Alliance, Inc. for $50,000. The GRA Note bears an annual interest rate of 5%, payable monthly, with principal repayments which began in March 2019. Net cash provided by financing activities during the 2019 period relates to the sale by us of shares of our Series G and Series I convertible preferred stock for aggregate net proceeds of $1,440,000 (see discussion below) and $8,333 in repayments toward the GRA Note.

On February 25, 2019, we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to 1,000 shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants, which was funded at three different closings. At the first closing, which occurred on February 26, 2019, we issued 500 shares of Series G Preferred Stock in exchange for the payment by the Purchasers of $250,000 in the aggregate ($240,000 after deducting certain expenses of the Purchasers), plus the cancellation of Term Notes held by the Purchasers in the amount of $250,000.  At the first closing we also issued the Purchasers warrants to purchase an aggregate of 33,334 shares of our common stock. At the second and third closings, which occurred on April 26 and June 19, 2019, we issued an aggregate of 500 additional shares of Series G Preferred Stock in exchange for the payment by the Purchasers of a total of $500,000.  We also issued the Purchasers warrants to purchase an aggregate of 66,668 shares of our common stock.

On April 15, 2019, our stockholders approved, and on April 30, 2019 we implemented, a one-for-five hundred reverse split of our common stock, which was intended to not only improve the marketability of our stock, but also to provide additional shares of authorized common stock available to meet our equity financing needs.

On July 24, 2019, we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of 700 shares of our Series I Convertible Preferred Stock (“Series I Preferred Stock”) for gross proceeds of $700,000.

As of September 30, 2019, we had an accumulated deficit of approximately $42.3 million, and we expect the amount of the accumulated deficit will continue to increase, as it will be expensive to continue our research and development efforts. We have received a “going concern” opinion from our independent registered public accountants reflecting substantial doubt about our ability to continue as a going concern. We believe that our existing cash resources, combined with funding from existing government grants and clinical trial support, will be sufficient to fund our planned operations into the first quarter of 2020. We will require additional funds to continue our planned operations beyond that timeframe. We are currently seeking sources of capital through additional government grant programs and clinical trial support, and we plan to conduct additional offerings of our equity securities. Additional funding may not be available on favorable terms or at all and if we fail to obtain additional capital when needed, we may be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

If the trading price for the Company’s common stock remains at current levels, then there are insufficient unissued shares of authorized common stock to fulfill the Company’s obligations to issue common stock upon conversion of their convertible preferred stock and exercise of warrants.

If the Company is unable to deliver common stock to its primary investors upon the conversion of convertible preferred stock or the exercise of warrants, then the Company may be required to pay liquidated damages, costs incurred by the investors for “buying in” shares to cover trades, and other amounts.  These costs could be substantial and have a material adverse effect on the Company’s financial position   If the Company has insufficient authorized shares of common stock available, it will not be unable to raise capital from the sale of such shares. Management plans to seek stockholder approval of a reverse stock split to address this concern.

On October 24, 2019, OTC Markets notified the Company of non-compliance with OTCQB Standards Section 2.3(2), which requires an issuer to maintain a minimum closing bid price of $0.01 per share on at least one of the prior 30 consecutive calendar days.  There is a cure period which ends on January 22, 2020, during which the minimum closing price of the Company’s common stock must be $0.01 or greater for 10 consecutive trading days. If the Company fails to regain compliance by January 22, 2020 or if the closing bid price of the Company’s common stock falls below $0.001 at any time for five consecutive days, the Company will be immediately removed from the OTCQB marketplace.

The Company intends to take remedial actions during such cure period to regain compliance with the Minimum Price Rule, which may include the reverse stock split. There can be no assurance any such action will achieve its purpose.  If the Company’s common stock is removed from the OTCQB market, the Company expects to have the option of moving it to the OTC Pink market.  If the Company’s common stock is removed from the OTCQB the Company may find it more difficult to raise funds.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are likely or reasonably likely to have a material effect on our financial condition or results of operations.

Contractual Obligations

The table below summarizes our contractual obligations as of September 30, 2019, aggregated by type (in thousands). Our contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent liabilities for which we cannot reasonably predict future payment. Additionally, the expected timing of payment of the obligations presented below is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to agreed-upon terms or amounts for some obligations.

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		More than 5 years
Operating Lease Obligations (1)	$	40	$	40	$	--	$	--	$	--
Purchase Obligations (2)		391		391		--		--		--
Total	$	431	$	431	$	--	$	--	$	--

(1) Our operating lease obligations relate to the facility lease for our 8,430 square foot facility in Smyrna, Georgia, which houses our laboratory operations and our administrative offices. The current term of our lease expires on December 31, 2019; an extension beyond that date is currently under negotiation.

(2) Purchase obligations relate to contracts for research activities, payment of which will be reimbursable to us pursuant to our government grants.

As of September 30, 2019, except as disclosed in the table above, we had no other material firm purchase obligations or commitments for capital expenditures and no committed lines of credit or other committed funding or long-term debt, with the exception of the note payable to GRA ($41,667 remaining principal balance at September 30, 2019). We have employment agreements with our executive officers, each of which may be terminated with no more than 90 days’ advance written notice. Pursuant to existing technology license agreements, we may be required to make potential future milestone and royalty payments which are contingent upon the occurrence of future events. Such events include development milestones, regulatory approvals and product sales. Because the achievement of these milestones is currently neither probable nor reasonably estimable, the contingent payments have not been included in the table above or recorded in our financial statements.

Results of Operations

Net Loss

We recorded a net loss of $424,434 for the three-month period ended September 30, 2019, as compared to $666,893 for the three-month period ended September 30, 2018. For the nine-month period ended September 30, 2019, we recorded a net loss of $1,780,036, as compared to $1,925,749 for the nine-month period ended September 30, 2018. Our net losses will typically fluctuate due to the timing of activities and related costs associated with our vaccine research and development activities and our general and administrative costs, as described in more detail below.

Grant and Collaboration Revenues

During the three-month and nine-month periods ended September 30, 2019, we recorded grant and collaboration revenues of $333,209 and $907,382, respectively, as compared to $349,344 and $663,908, respectively, during the comparable periods of 2018.

Grant Revenues – Our grant revenues relate to grants from agencies of the U.S. government in support of our vaccine development activities. We record revenue associated with these grants as the related costs and expenses are incurred. The difference in our grant revenues from period to period is dependent upon our expenditures for activities supported by the grants and fluctuates based on the timing of the expenditures. Additional detail concerning our grant revenues and the remaining funds available for use as of September 30, 2019 is presented in the table below.

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	Grant Revenues Recorded During the Periods:								Unused Funds
	Three Months Ended Sep 30,				Nine Months Ended Sep 30,				Available at
	2019		2018		2019		2018		Sep 30, 2019
Lassa Fever – U.S. Army Grant	$	150,015	$	14,757	$	444,519		14,757	$	1,835,225
Lassa Fever – SBIR Grant		64,750		41,582		147,042		73,816		-
Zika – SBIR Grant		-		251,523		162,461		305,657		-
HIV – SBIR Grant		-		32,854		-		256,050		-
Total	$	214,765	$	340,716	$	754,022	$	650,280	$	1,835,225

Collaboration Revenues – In addition to the grant revenues above, during the three-month and nine-month periods ended September 30, 2019 we recorded revenues associated with several research collaborations with third parties of $118,444 and $153,360, respectively, as compared to $8,628 and $13,628, respectively, during the comparable periods of 2018.

Research and Development Expenses

Our research and development expenses were $467,674 and $1,474,619 for the three-month and nine-month periods ended September 30, 2019 as compared to $557,696 and $1,416,892 for the comparable periods of 2018. Research and development expense for the three-month and nine-month periods of 2019 includes stock-based compensation expense of $11,006 and $33,647 respectively, as compared to $10,759 and $32,221, respectively, for the comparable periods of 2018 (see discussion under “Stock-Based Compensation Expense” below).

Our research and development expenses can fluctuate considerably on a period-to-period basis, depending on our need for vaccine manufacturing by third parties, the timing of expenditures related to our government grants, the timing of costs associated with any clinical trials being funding directly by us, and other factors. Research and development expenses increased by $57,727, or 4%, from the nine-month period of 2018 to 2019 primarily due to the timing of expenditures related to our government grants. Our research and development costs do not include costs incurred by the HIV Vaccine Trials Network (HVTN) in conducting clinical trials of our preventive HIV vaccines; those costs are funded directly to the HVTN by NIAID.

We do not disclose our research and development expenses by project, since our employees’ time is spread across multiple programs and our laboratory facility is used for multiple development projects. We track the direct cost of research and development expenses related to government grant revenue by the percentage of assigned employees’ time spent on each grant and other direct costs associated with each grant. Indirect costs associated with grants are not tracked separately but are applied based on a contracted overhead rate negotiated with the NIH. Therefore, the recorded revenues associated with government grants approximates the costs incurred.

We do not provide forward-looking estimates of costs and time to complete our research programs due to the many uncertainties associated with vaccine development. Due to these uncertainties, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. As we obtain data from pre-clinical studies and clinical trials, we may elect to discontinue or delay vaccine development programs to focus our resources on more promising vaccine candidates. Completion of preclinical studies and human clinical trials may take several years or more, but the length of time can vary substantially depending upon several factors. The duration and the cost of future clinical trials may vary significantly over the life of the project because of differences arising during development of the human clinical trial protocols, including the number of patients that ultimately participate in the clinical trial; the duration of patient follow-up that seems appropriate in view of the results; the number of clinical sites included in the clinical trials; and the length of time required to enroll suitable patient subjects.

General and Administrative Expenses

Our general and administrative expenses were $291,475 and $1,214,189 for the three-month and nine-month periods ended September 30, 2019, as compared to $458,974 and $1,175,399 during the comparable periods of 2018. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, and other general corporate expenses. General and administrative expense for the three-month and nine-month periods of 2019 include stock-based compensation expense of $21,342 and $257,097, respectively; as compared to $131,754 and $243,204, respectively, for the comparable periods of 2018 (see discussion under “Stock-Based Compensation Expense” below). Excluding stock-based compensation expense, general and administrative expenses were $270,133 and $957,092 during the three-month and nine-month periods ended September 30, 2019, respectively, as compared to $327,220 and $932,195, respectively during the comparable periods of 2018, representing an increase of $24,897 (2.7%) from the nine-month period of 2018 to 2019. We expect that our general and administrative costs may increase in the future in support of expanded research and development activities and other general corporate activities.

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Stock-Based Compensation Expense

For the three-month and nine-month periods ended September 30, 2019 and 2018, the components of stock-based compensation expense were as follows:

	Three Months Ended Sep 30,				Nine Months Ended Sep 30,
	2019		2018		2019		2018
Stock option expense	$	26,348	$	85,370	$	79,664	$	132,569
Stock issued for services		6,000		57,143		211,080		142,856
Total stock-based compensation expense	$	32,348	$	142,513	$	290,744	$	275,425

In general, stock-based compensation expense is allocated to research and development expense or general and administrative expense according to the classification of cash compensation paid to the employee, consultant or director to whom the stock compensation was granted. For the three-month and nine-month periods ended September 30, 2019 and 2018, stock-based compensation expense was allocated as follows:

	Three Months Ended Sep 30,				Nine Months Ended Sep 30,
Expense Allocated to:	2019		2018		2019		2018
General and administrative expense	$	21,342	$	131,754	$	257,097	$	243,204
Research and development expense		11,006		10,759		33,647		32,221
Total stock-based compensation expense	$	32,348	$	142,513	$	290,744	$	275,425

Other Income (Expense)

Interest income for the three-month and nine-month periods ended September 30, 2019 was $2,560 and $4,665, respectively, as compared to $1,058 and $4,092, respectively, for comparable periods of 2018. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations. Interest expense for the three-month and nine-month periods ended September 30, 2019 was $1,054 and $3,275, respectively, as compared to $625 and $1,458, respectively, for comparable periods of 2018. Interest expense relates to the GRA Note and financing costs associated with insurance premiums.

Item 3 Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4 Controls and Procedures

Evaluation of disclosure controls and procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management has carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

17

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II -- OTHER INFORMATION

Item 1 Legal Proceedings

None.

Item 1A Risk Factors

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None not previously disclosed on Form 8-K.

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Not applicable

Item 5 Other Information

None.

18

Item 6 Exhibits

Exhibit
Number	Description

3.1	Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 30, 2019 (1)
4.1	Form of Stock Certificate to be issued after April 30, 2019 to represent the Company’s Common Stock, par value $0.001 (1)
4.2.1	Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (2)
4.2.2	Form of Stock Certificate for the Series F Convertible Preferred Stock (2)
4.3.1	Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (3)
4.3.2	Form of Stock Certificate for the Series G Convertible Preferred Stock (3)
4.4.1	Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (4)
4.4.2	Form of Stock Certificate for the Series H Convertible Preferred Stock (4)
4.5.1	Certificate of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock (5)
4.5.2	Form of Stock Certificate for the Series I Convertible Preferred Stock (5)
10.1	Form of Exchange Agreement, dated February 18, 2019 (2)
10.2	Form of Securities Purchase Agreement dated February 25, 2019 (3)
10.3	Form of Series I Common Stock Purchase Warrant (3)
10.4	Form of Exchange Agreement, dated July 16, 2019 (4)
10.5	Form of Securities Purchase Agreement dated July 24, 2019 (5)
21.1*	Subsidiaries of the Registrant
31.1*	Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2*	Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

_____________________

*     Filed herewith

** XBRL (Extensible Business Reporting Language) information furnished hereto are deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1) Incorporated by reference from the registrant’s Current Report on Form 8-K filed April 30, 2019.

(2) Incorporated by reference from the registrant’s Current Report on Form 8-K filed February 19, 2019.

(3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed February 26, 2019.

(4) Incorporated by reference from the registrant’s Current Report on Form 8-K filed July 17, 2019.

(5) Incorporated by reference from the registrant’s Current Report on Form 8-K filed July 24, 2019.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	GEOVAX LABS, INC. (Registrant)
Date:     November 7, 2019	By: /s/ Mark W. Reynolds
	Mark W. Reynolds Chief Financial Officer (duly authorized officer and principal financial officer)

20

EX-21.1

EXHIBIT 21.1

GEOVAX LABS, INC.

SUBSIDIARIES OF THE REGISTRANT

		Percentage
Name of Subsidiary	State of Incorporation	of Ownership
GeoVax, Inc.	Georgia	100%
Immutak Oncology, Inc.	Delaware	100%

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14(a) or 15d-14(a)

OF THE

SECURITIES EXCHANGE ACT OF 1934

I, David A. Dodd, President and Chief Executive Officer of GeoVax Labs, Inc. certify that:

(1) I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2019	By:	/s/ David A. Dodd
		David A. Dodd
		President & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14(a) or 15d-14(a)

OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Mark W. Reynolds, Chief Financial Officer of GeoVax Labs, Inc. certify that:

(1) I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2019	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended September 30, 2019, I, David A. Dodd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

1. The quarterly report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 7, 2019	By:	/s/ David A. Dodd
		David A. Dodd
		President & Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended September 30, 2019, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

1. The quarterly report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 7, 2019	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

XML

Note 8 - Commitments (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2019 ft²
Area of Real Estate Property | ft²					8,400
Operating Leases, Rent Expense, Total	$ 40,316	$ 39,136	$ 120,949	$ 117,409
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	40,316		40,316
Unrecorded Unconditional Purchase Obligation, Total	$ 391,000		$ 391,000

XML

Note 4 - Basic and Diluted Loss Per Common Share (Details Textual) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	10,937,156	86,783	10,895,920	75,740

XML

Note 5 - Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(668,939	)		(663,246	)
Property and equipment, net	$	9,929		$	11,350

XML

Note 10 - Common Stock and Stock-based Compensation

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

10. Common Stock and Stock-Based Compensation

Reverse Stock Split

Following approval by our shareholders at a meeting held on

April 15, 2019,

on

April 30, 2019,

we effected a

one

-for-

five hundred

reverse split of our common stock by the filing of an amendment to our certificate of incorporation with the State of Delaware. All share and per share information in our condensed consolidated financial statements and notes that relate to our common stock has been retroactively restated to reflect the reverse stock split.

Common Stock Transactions

As discussed in Note

9,

during the

nine

-month period ended

September 30, 2019,

we issued

95,147,421

shares of our common stock pursuant to conversions our Series C, Series F and Series H Preferred Stock.

During the

nine

-month period ended

September 30, 2019,

we issued

41,954

shares of our common stock in exchange for consulting services. See “Stock-Based Compensation Expense” below.

Stock Options

During the

nine

months ended

September 30, 2019,

there were

no

transactions involving our stock option plans. As of

September 30, 2019,

there are

28,800

stock options outstanding (

$53.99/share

weighted-average exercise price),

13,585

of which are exercisable at that date (

$93.92/share

weighted-average exercise price).

Stock Purchase Warrants

During the

nine

months ended

September 30, 2019,

we issued an aggregate of

100,002

stock purchase warrants in connection with the sale of our Series G Preferred Stock as discussed above. As of

September 30, 2019,

there are

294,302

stock purchase warrants outstanding (

$7.50/share

weighted-average exercise price),

227,634

of which are exercisable at that date (

$7.50/share

weighted-average exercise price).

Stock-Based Compensation Expense

Stock-based compensation expense related to our stock option plans was

$26,348

and

$79,664

during the

three

-month and

nine

-month periods ended

September 30, 2019,

respectively, as compared to

$85,370

and

$132,569,

respectively, during the same periods of

2018.

Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of

September 

30,

2019,

there was

$130,719

of unrecognized compensation expense related to stock options, which we expect to recognize over a weighted average period of

1.6

years.

During the

three

-month and

nine

-month periods ended

September 30, 2019

we recorded stock-based compensation expense of

$6,000

and

$211,080,

respectively, associated with common stock issued for consulting and financial advisory services, as compared to

$57,143

and

$142,856,

respectively, during the same periods of

2018.

XML

Note 6 - Accrued Expenses

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

6. Accrued Expenses

Accrued expenses as shown on the accompanying Condensed Consolidated Balance Sheets is composed of the following as of

September 30, 2019

and

December 31, 2018:

	September 30, 2019		December 31, 2018
Accrued management salaries	$	1,228,169	$	924,509
Accrued directors’ fees		378,569		295,670
Other accrued expenses		125,700		18,373
Total accrued expenses	$	1,732,438	$	1,238,552

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Conversion of Series C Preferred Stock Into Common Stock [Member]
Convertible preferred stock (in shares)	587
Conversion of stock, shares issued (in shares)	78,280
Conversion of Series C Preferred Stock Into Series F Preferred Stock [Member]
Convertible preferred stock (in shares)	1,563
Conversion of Series E Preferred Stock Into Series F Preferred Stock [Member]
Convertible preferred stock (in shares)	1,200
Conversion of Series C and Series E Preferred Stock Into Series F Preferred Stock [Member]
Conversion of stock, shares issued (in shares)	2,763
Conversion of Series F Preferred Stock Into Common Stock [Member]
Convertible preferred stock (in shares)	507
Conversion of stock, shares issued (in shares)	381,700
Series G Convertible Preferred Stock Issued in Exchange for Cancellation of Term notes Payable [Member]
Convertible preferred stock (in shares)	250
Convertible note, value	$ 250,000
Conversion from Series F Preferred Stock to Series H Preferred Stock [Member]
Convertible preferred stock (in shares)	2,256
Conversion from Series G Preferred Stock to Series H Preferred Stock [Member]
Convertible preferred stock (in shares)	1,000
Conversion from Series F and Series G Preferred Stock to Series H Preferred Stock [Member]
Conversion of stock, shares issued (in shares)	3,256
Conversion of Series H Preferred Stock Into Common Stock [Member]
Convertible preferred stock (in shares)	1,002
Conversion of stock, shares issued (in shares)	94,687,441
Conversion From Series D Convertible Preferred Stock To Common Stock [Member]
Convertible preferred stock (in shares)		1,000
Conversion of stock, shares issued (in shares)		133,333

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	3,054	3,450
Preferred stock, shares outstanding (in shares)	3,054	3,450
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	95,627,584	437,807
Common stock, shares outstanding (in shares)	95,627,584	437,807

XML

Note 9 - Preferred Stock (Details Textual) - USD ($)								1 Months Ended		2 Months Ended	3 Months Ended	9 Months Ended
	Jul. 24, 2019	Jul. 16, 2019	Jun. 19, 2019	Apr. 26, 2019	Feb. 26, 2019	Feb. 25, 2019	Feb. 18, 2019	Jul. 31, 2019	Feb. 28, 2019	Feb. 28, 2019	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Preferred Stock, Shares Authorized											10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share											$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Outstanding, Ending Balance											3,054	3,054	3,450
Series I Warrants [Member]
Convertible Preferred Stock and Related Warrants Issued					33,334
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 7.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					66,668
Series G Warrants [Member]
Warrants and Rights Outstanding, Term					5 years
Series G Convertible Preferred Stock and Related Warrants [Member]
Convertible Preferred Stock and Related Warrants, Authorized						1,000
Proceeds from Issuance of Convertible Preferred Stock and Related Warrants, Maximum			$ 500,000	$ 500,000	$ 250,000	$ 1,000,000
Convertible Preferred Stock and Related Warrants Issued			500	500	500
Conversion of Series C Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted										587		587
Conversion of Stock, Shares Issued										78,280		78,280
Conversion of Series C Preferred Stock Into Series F Preferred Stock [Member]
Conversion of Stock, Shares Converted									1,563			1,563
Conversion of Series E Preferred Stock Into Series F Preferred Stock [Member]
Conversion of Stock, Shares Converted									1,200			1,200
Conversion of Series F Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted											46	507
Conversion of Stock, Shares Issued											88,400	381,700
Conversion from Series F Preferred Stock to Series H Preferred Stock [Member]
Conversion of Stock, Shares Converted								2,256				2,256
Conversion from Series F and Series G Preferred Stock to Series H Preferred Stock [Member]
Conversion of Stock, Shares Issued		3,256										3,256
Conversion of Series H Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted											1,002	1,002
Conversion of Stock, Shares Issued											94,687,441	94,687,441
Conversion of Series I Preferred Stock [Member]
Conversion of Stock, Shares Converted											0
Series B Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share											$ 1,000	$ 1,000
Conversion of Stock, Shares Converted												0
Preferred Stock, Shares Outstanding, Ending Balance											100	100	100
Convertible Preferred Stock, Conversion Price1											$ 175	$ 175
Series E Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share											$ 1,000	$ 1,000
Conversion of Stock, Shares Converted												0
Preferred Stock, Shares Outstanding, Ending Balance													1,200
Series F Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share							$ 1,000				$ 1,000	$ 1,000
Convertible Preferred Stock, Conversion Price1							$ 7.50
Number of Series C and Series E Preferred Stock Exchanged for Series F Convertible Preferred Stock							2,763
Convertible Preferred Stock, Conversion Price, Percentage of Volume Weighted Average Price of the Common Stock							90.00%
Series G Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share						$ 1,000					$ 1,000	$ 1,000
Preferred Stock, Shares Outstanding, Ending Balance								1,000
Convertible Preferred Stock, Conversion Price1						$ 7.50
Convertible Preferred Stock, Conversion Price, Percentage of Volume Weighted Average Price of the Common Stock						90.00%
Series H Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share		$ 1,000
Preferred Stock, Shares Outstanding, Ending Balance											2,254	2,254
Convertible Preferred Stock, Conversion Price1		$ 7.50
Series I Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 1,000
Preferred Stock, Shares Outstanding, Ending Balance											700	700
Convertible Preferred Stock, Conversion Price1	$ 7.50
Stock Issued During Period, Shares, New Issues	700
Proceeds from Issuance of Preferred Stock and Preference Stock	$ 700,000
Series C Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share											$ 1,000	$ 1,000
Preferred Stock, Shares Outstanding, Ending Balance													2,150

XML

Note 13 - Subsequent Events (Details Textual) - shares	1 Months Ended		3 Months Ended	9 Months Ended
	Nov. 06, 2019	Oct. 31, 2019	Sep. 30, 2019	Sep. 30, 2019
Stock Issued During Period, Shares, Issued for Services				41,954
Subsequent Event [Member]
Stock Issued During Period, Shares, Issued for Services		678,744
Conversion of Series H Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted			1,002	1,002
Conversion of Stock, Shares Issued			94,687,441	94,687,441
Conversion of Series H Preferred Stock Into Common Stock [Member] | Subsequent Event [Member]
Conversion of Stock, Shares Converted	466
Conversion of Stock, Shares Issued	330,000,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (1,780,036)	$ (1,925,749)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,693	14,881
Stock-based compensation expense	290,744	275,425
Changes in assets and liabilities:
Grant funds and other receivables	18,329	45,001
Prepaid expenses and other current assets	(83,637)	62,544
Accounts payable and accrued expenses	431,170	486,413
Total adjustments	662,299	884,264
Net cash used in operating activities	(1,117,737)	(1,041,485)
Cash flows from investing activities:
Purchase of property and equipment	(4,272)
Net cash used in investing activities	(4,272)
Cash flows from financing activities:
Net proceeds from sale of preferred stock	1,440,000	1,190,000
Proceeds from issuance of note payable		50,000
Principal repayment of note payable	(8,333)
Net cash provided by financing activities	1,431,667	1,240,000
Net increase in cash and cash equivalents	309,658	198,515
Cash and cash equivalents at beginning of period	259,701	312,727
Cash and cash equivalents at end of period	$ 569,359	$ 511,242

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 569,359	$ 259,701
Grant funds and other receivables	103,485	121,814
Prepaid expenses and other current assets	122,746	238,189
Total current assets	795,590	619,704
Property and equipment, net (Note 5)	9,929	11,350
Deposits	11,010	11,010
Total assets	816,529	642,064
Current liabilities:
Accounts payable	63,143	125,859
Accrued expenses (Note 6)	1,732,438	1,238,552
Current portion of notes payable (Note 7)	12,500	260,420
Total current liabilities	1,808,081	1,624,831
Note payable, net of current portion (Note 7)	29,167	39,580
Total liabilities	1,837,248	1,664,411
Commitments (Note 8)
Stockholders’ equity (deficiency):
Preferred Stock, $.01 par value (Note 9): Authorized shares – 10,000,000 Issued and outstanding shares – 3,054 and 3,450 September 30, 2019 and December 31, 2018, respectively	2,321,823	1,971,333
Common stock, $.001 par value: Authorized shares – 600,000,000 Issued and outstanding shares – 95,627,584 and 437,807 at September 30, 2019 and December 31, 2018, respectively	95,628	438
Additional paid-in capital	38,818,750	37,482,766
Accumulated deficit	(42,256,920)	(40,476,884)
Total stockholders’ equity (deficiency)	(1,020,719)	(1,022,347)
Total liabilities and stockholders’ equity (deficiency)	$ 816,529	$ 642,064

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Note 9 - Preferred Stock

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Preferred Stock [Text Block]

9. Preferred Stock

Prefer

red Stock

Summary

We are authorized to issue up to

10,000,000

shares of our Preferred Stock,

$.01

par value, which

may

be issued in

one

or more series. The table below presents our issued and outstanding series of preferred stock as of

September 30, 2019

and

December 31, 2018.

Each series of our outstanding preferred stock has a stated value of

$1,000

per share. Further details concerning each series of preferred stock, and the changes in each series during the

three

-month and

nine

-month periods ending

September 30, 2019

and

2018

are discussed in the sections that follow the table.

	September 30, 2019				December 31, 2018
			Carrying				Carrying
	Shares		Value		Shares		Value
Series B Convertible Preferred Stock		100	$	76,095		100	$	76,095
Series C Convertible Preferred Stock		-		-		2,150		705,238
Series E Convertible Preferred Stock		-		-		1,200		1,190,000
Series H Convertible Preferred Stock		2,254		1,545,728		-		-
Series I Convertible Preferred Stock		700		700,000		-		-
Total		3,054	$	2,321,823		3,450	$	1,971,333

Series B Preferred Stock

During the

nine

-month period ended

September 

30,

2019,

there were

no

conversions or other transactions involving our Series B Convertible Preferred Stock (“Series B Preferred Stock”). As of

September 30, 2019,

there are

100

shares of our Series B Convertible Preferred Stock outstanding. The Series B Preferred Stock

may

be converted at any time at the option of the holder into shares of our common stock at a conversion price of

$175

per share.

Series

C

Preferred Stock

During

January

and

February 2019,

587

shares of our Series C Convertible Preferred Stock (“Series C Preferred Stock”) were converted into

78,280

shares of our common stock. As discussed below, during

February 2019,

all remaining shares of Series C Preferred Stock (

1,563

shares) were exchanged for Series F Preferred Stock.

Series

E

Preferred Stock

During the

nine

-month period ended

September 

30,

2019,

there were

no

conversions involving our Series E Convertible Preferred Stock (“Series E Preferred Stock”). As discussed below, during

February 2019,

all remaining shares of Series E Preferred Stock (

1,200

shares) were exchanged for Series F Preferred Stock.

Series F Preferred Stock

On

February 18, 2019,

we entered into Exchange Agreements with holders of our Series C and Series E Preferred Stock, pursuant to which the holders exchanged all shares of Series C and Series E Preferred Stock held by them for an aggregate of

2,763

shares of Series F Convertible Preferred Stock (“Series F Preferred Stock”). Each share of Series F Preferred Stock is entitled to a liquidation preference equal to its

$1,000

stated value, has

no

voting rights, and is

not

entitled to a dividend. The Series F Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$7.50

per share and (ii)

90%

of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series F Preferred Stock contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series F Preferred Stock. During the

three

-month and

nine

-month periods ending

September 30, 2019,

46

and

507

shares, respectively, of Series F Preferred Stock were converted into

88,400

and

381,700

shares, respectively, of our common stock. As discussed below, during

July 2019,

all remaining shares of Series F Preferred Stock (

2,256

shares) were exchanged for Series H Preferred Stock.

Series G Preferred Stock

On

February 25, 2019,

we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to

1,000

shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to

$1.0

million, which was funded at

three

different closings. Each share of Series G Preferred Stock is entitled to a liquidation preference equal to its

$1,000

stated value, has

no

voting rights, and is

not

entitled to a dividend. The Series G Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$7.50

per share and (ii)

90%

of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series G Preferred Stock contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series G Preferred Stock.

At the

first

closing, which occurred on

February 26, 2019,

we issued

500

shares of Series G Preferred Stock in exchange for the payment by the Purchasers of

$250,000

in the aggregate, plus the cancellation of Term Notes held by the Purchasers (see Note

7

) in the amount of

$250,000.

At the

first

closing we also issued warrants to purchase an aggregate of

33,334

shares of our common stock. The warrants have an initial exercise price of

$7.50

per share, are exercisable

six

months from the issuance date, and have a term of exercise equal to

five

years from the date they

first

become exercisable. The warrants contain anti-dilution and price adjustment provisions, which

may,

under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants; in the event of such adjustment, the number of shares subject to the warrants will also increase so that the aggregate exercise price remains the same for each warrant. At the

second

and

third

closings, which occurred on

April 26

and

June 19, 2019,

we issued an aggregate of

500

additional shares of Series G Preferred Stock in exchange for the payment by the Purchasers of a total of

$500,000

.

We also issued the Purchasers warrants to purchase an aggregate of

66,668

shares of our common stock. As discussed below, during

July 2019,

all of the then-outstanding shares of Series G Preferred Stock (

1,000

shares) were exchanged for Series H Preferred Stock.

Series H Preferred Stock

On

July 16, 2019,

we entered into Exchange Agreements with holders of our Series F and Series G Preferred Stock, pursuant to which the holders exchanged all shares of Series F and Series G Preferred Stock held by them for an aggregate of

3,256

shares of Series H Convertible Preferred Stock (“Series H Preferred Stock”). Each share of Series H Preferred Stock is entitled to a liquidation preference equal to its

$1,000

stated value, has

no

voting rights, and is

not

entitled to a dividend. The Series H Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$7.50

per share and (ii)

80%

of the lowest volume weighted average price of the Common Stock during the

ten

trading days immediately preceding the delivery of a notice of conversion. The Series H Preferred Stock contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series H Preferred Stock. During the

three

-month period ending

September 30, 2019,

1,002

shares of Series H Preferred Stock were converted into

94,687,441

shares of our common stock. As of

September 30, 2019,

there are

2,254

shares of our Series H Preferred Stock outstanding, which

may

be converted at any time at the option of the holder into shares of our common stock at a conversion price determined based on the calculation described above.

Series I Preferred Stock

On

July 24, 2019,

we entered into a Securities Purchase Agreement with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of

700

shares of our Series I Convertible Preferred Stock (“Series I Preferred Stock”) for gross proceeds of

$700,000.

Each share of Series I Preferred Stock is entitled to a liquidation preference equal to its

$1,000

stated value, has

no

voting rights, and is

not

entitled to a dividend. The Series I Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$7.50

per share and (ii)

80%

of the lowest volume weighted average price of the Common Stock during the

ten

trading days immediately preceding the delivery of a notice of conversion. The Series I Preferred Stock contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series I Preferred Stock. During the

three

-month period ended

September 

30,

2019,

there were

no

conversions involving our Series I Preferred Stock. As of

September 30, 2019,

there are

700

shares of our Series I Preferred Stock outstanding, which

may

be converted at any time at the option of the holder into shares of our common stock at a conversion price determined based on the calculation described above

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Note 5 - Property and Equipment

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

5. Property and Equipment

Property and equipment as shown on the accompanying Condensed Consolidated Balance Sheets is composed of the following as of

September 30, 2019

and

December 31, 2018:

	September 30, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(668,939	)		(663,246	)
Property and equipment, net	$	9,929		$	11,350

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Note 9 - Preferred Stock - Preferred Stock Summary (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, shares outstanding (in shares)	3,054	3,450
Preferred Stock	$ 2,321,823	$ 1,971,333
Series B Convertible Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)	100	100
Preferred Stock	$ 76,095	$ 76,095
Series C Convertible Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)		2,150
Preferred Stock		$ 705,238
Series E Convertible Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)		1,200
Preferred Stock		$ 1,190,000
Series H Convertible Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)	2,254
Preferred Stock	$ 1,545,728
Series I Convertible Preferred Stock [Member]
Preferred stock, shares outstanding (in shares)	700
Preferred Stock	$ 700,000

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Note 2 - Basis of Presentation (Details Textual)	Apr. 30, 2019
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	500

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Note 13 - Subsequent Events

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

13. Subsequent Events

During

October

and

November (

through

November 6)

2019,

holders of our preferred stock converted approximately

466

shares of our Series H Preferred Stock into

330,000,000

shares of our common stock. During

October 2019,

we issued

678,744

shares of our common stock in exchange for consulting services.

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Note 7 - Notes Payable (Details Textual) - USD ($)		3 Months Ended		9 Months Ended
	Feb. 28, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 27, 2018
Proceeds from Notes Payable, Total					$ 50,000
Interest Expense, Total		$ 1,054	$ 625	3,275	1,458
Term Notes [Member]
Debt Instrument, Face Amount						$ 250,000
Senior Notes [Member]
Debt Instrument, Term	5 years
Proceeds from Notes Payable, Total	$ 50,000
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year		2,084		2,084
Long-term Debt, Maturities, Repayments of Principal in Year Two		12,500		12,500
Long-term Debt, Maturities, Repayments of Principal in Year Five		2,083		2,083
Interest Expense, Total		547	$ 625	1,753	$ 1,458
Long-term Debt, Maturities, Repayments of Principal in Year Three		12,500		12,500
Long-term Debt, Maturities, Repayments of Principal in Year Four		$ 12,500		$ 12,500

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Note 12 - Grants and Collaboration Revenue (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 333,209	$ 349,344	$ 907,382	$ 663,908
NIH Grants [Member]
Revenue from Contract with Customer, Including Assessed Tax	214,765	340,716	754,022	650,280
Unused Grant Funds	1,835,225		1,835,225
Research Agreements [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 118,444	$ 8,628	$ 153,360	$ 13,628

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Grant and collaboration revenue	$ 333,209	$ 349,344	$ 907,382	$ 663,908
Operating expenses:
Research and development	467,674	557,696	1,474,619	1,416,892
General and administrative	291,475	458,974	1,214,189	1,175,399
Total operating expenses	759,149	1,016,670	2,688,808	2,592,291
Loss from operations	(425,940)	(667,326)	(1,781,426)	(1,928,383)
Other income (expense):
Interest income	2,560	1,058	4,665	4,092
Interest expense	(1,054)	(625)	(3,275)	(1,458)
Total other income (expense)	1,506	433	1,390	2,634
Net loss	$ (424,434)	$ (666,893)	$ (1,780,036)	$ (1,925,749)
Basic and diluted:
Loss per common share (in dollars per share)	$ (0.03)	$ (1.99)	$ (0.37)	$ (6.43)
Weighted averages shares outstanding (in shares)	13,038,871	334,814	4,772,648	299,522

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Note 11 - Income Taxes

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

11. Income Taxes

Because of our historically significant net operating losses, we have

not

paid income taxes since inception. We maintain deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and credits will be subject to substantial annual limitations due to ownership change provisions of Section

382

of the Internal Revenue Code. The annual limitation will result in the expiration of net operating losses and credits before utilization.

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Note 1 - Description of Business

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Nature of Operations [Text Block]

1. Description of Business

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases using a novel vector vaccine platform (Modified Vaccinia Ankara Virus-Like Particle, or “MVA-VLP”). Our recombinant MVA vector expresses target proteins on highly immunogenic VLPs in the person being vaccinated, resulting in durable immune responses while providing the safety characteristics of the replication-deficient MVA vector. Important attributes of GeoVax vaccines include single dose,

no

adjuvant, durable immunity, extensive safety and cost-effective manufacturing. 

Our current development programs are focused on preventive and therapeutic vaccines against Human Immunodeficiency Virus (HIV); preventive vaccines against hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa fever), Zika virus and malaria; a therapeutic vaccine for chronic hepatitis B virus infections; and immunotherapies for solid tumor cancers. Our most advanced vaccine program is focused on the clade B subtype of HIV prevalent in the larger commercial markets of the Americas, Western Europe, Japan and Australia; this program is currently undergoing human clinical trials.

Our corporate strategy is to improve health to patients worldwide by advancing our vaccine platform, using its unique capabilities to design and develop an array of products addressing unmet medical needs in the areas of infectious diseases and oncology. Our goal is to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage

third

party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities.

We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration (FDA) in the United States, by the European Medicines Agency (EMA) in the European Union, and by comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain,

may

take many years and often involves expenditure of substantial resources. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with

one

or more potential strategic partners.

GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in metropolitan Atlanta, Georgia.

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Note 7 - Notes Payable

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

7. Notes Payable

On

February 28, 2018,

we entered into a Senior Note Purchase Agreement with Georgia Research Alliance, Inc. (GRA) pursuant to which we issued a

five

-year Senior Promissory Note (the “GRA Note”) to GRA in exchange for

$50,000.

The GRA Note bears an annual interest rate of

5%,

payable monthly, with principal repayments beginning in the

second

year. Principal repayments are expected to be

$2,084

for the remainder of

2019,

$12,500

in

2020,

2021

and

2022,

and

$2,083

in

2023.

Interest expense related to the GRA Note for the

three

-month and

nine

-month periods ended

September 30, 2019

was

$547

and

$1,753,

respectively, as compared to

$625

and

$1,458,

respectively, for the same periods of

2018.

On

December 27, 2018,

we issued short-term non-interest-bearing Term Promissory Notes (the “Term Notes”) to

two

current investors in exchange for an aggregate of

$250,000.

In

February 2019,

the Term Notes were cancelled in exchange for shares of our convertible preferred stock (see Note

9

).

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Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

3. Significant Accounting Policies and Recent Accounting Pronouncements

We disclosed in Note

2

to our consolidated financial statements included in our Annual Report on Form

10

-K for the year ended

December 31, 2018

those accounting policies that we consider significant in determining our results of operations and financial position. Other than as described below, there have been

no

material changes to, or in the application of, the accounting policies previously identified and described in the Form

10

-K.

In

February 2016,

the Financial Accounting Standards Board (FASB) issued Accounting Standards Update

No.

2016

-

02,

Leases

(ASU

2016

-

02

). ASU

2016

-

02

sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to classify leases as either financing or operating leases based on the principle of whether or

not

the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than

12

months regardless of their classification. Leases with a term of

12

months or less will be accounted for similar to prior guidance for operating leases. We adopted ASU

2016

-

02

effective

January 1, 2019;

such adoption had

no

material impact on our financial statements, given that the noncancelable term of our current lease is less than

12

months (see Note

8

).

There have been

no

other recent accounting pronouncements or changes in accounting pronouncements during the

nine

months ended

September 30, 2019,

as compared to the recent accounting pronouncements described in our Annual Report on Form

10

-K for the fiscal year ended

December 31, 2018,

which we expect to have a material impact on our financial statements.

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Note 5 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property and equipment, gross	$ 678,868	$ 674,596
Accumulated depreciation and amortization	(668,939)	(663,246)
Property and equipment, net	9,929	11,350
Laboratory Equipment [Member]
Property and equipment, gross	534,578	530,306
Leasehold Improvements [Member]
Property and equipment, gross	115,605	115,605
Other Furniture Fixtures And Equipment [Member]
Property and equipment, gross	$ 28,685	$ 28,685

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Note 6 - Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	September 30, 2019		December 31, 2018
Accrued management salaries	$	1,228,169	$	924,509
Accrued directors’ fees		378,569		295,670
Other accrued expenses		125,700		18,373
Total accrued expenses	$	1,732,438	$	1,238,552

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Note 6 - Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accrued management salaries	$ 1,228,169	$ 924,509
Accrued directors’ fees	378,569	295,670
Other accrued expenses	125,700	18,373
Total accrued expenses	$ 1,732,438	$ 1,238,552

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Note 9 - Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Preferred Stock [Table Text Block]

	September 30, 2019				December 31, 2018
			Carrying				Carrying
	Shares		Value		Shares		Value
Series B Convertible Preferred Stock		100	$	76,095		100	$	76,095
Series C Convertible Preferred Stock		-		-		2,150		705,238
Series E Convertible Preferred Stock		-		-		1,200		1,190,000
Series H Convertible Preferred Stock		2,254		1,545,728		-		-
Series I Convertible Preferred Stock		700		700,000		-		-
Total		3,054	$	2,321,823		3,450	$	1,971,333

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Note 10 - Common Stock and Stock-based Compensation (Details Textual)		3 Months Ended		9 Months Ended
	Apr. 30, 2019	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2018 USD ($)
Stock Issued During Period, Shares, Issued for Services				41,954
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance		28,800		28,800
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares		$ 53.99		$ 53.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		13,585		13,585
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares		$ 93.92		$ 93.92
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $		$ 130,719		$ 130,719
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition				1 year 219 days
Stock Issued During Period, Value Expensed During the Period, Issued for Services | $		6,000	$ 57,143	$ 211,080	$ 142,856
Share-based Payment Arrangement, Option [Member]
Share-based Payment Arrangement, Expense | $		$ 26,348	$ 85,370	$ 79,664	$ 132,569
Common Stock Purchase Warrants [Member]
Class Of Warrant Or Right Issued During Period				100,002
Class of Warrant or Right, Outstanding		294,302		294,302
Class Of Warrant Or Right Outstanding Weighted Average Exercise Price | $ / shares		$ 7.50		$ 7.50
Class Of Warrant Or Right Exercisable Number		227,634		227,634
Class Of Warrant Or Right Exercisable Weighted Average Exercise Price | $ / shares		$ 7.50		$ 7.50
Conversion from Series C, F and H Convertible Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Issued				95,147,421
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	500

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Note 8 - Commitments

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Commitments Disclosure [Text Block]

8. Commitments

Lease Agreement

We lease approximately

8,400

square feet of office and laboratory space pursuant to an operating lease which expires on

December 31, 2019

and which is under negotiation for extension beyond that date. Rent expense for the for the

three

-month and

nine

-month periods ended

September 30, 2019

was

$40,316

and

$120,949,

respectively, as compared to

$39,136

and

$117,409,

respectively, for the same periods of

2018.

Future minimum lease payments total

$40,316

for the remainder of

2019.

Other Commitments

In the normal course of business, we enter into various firm purchase commitments related to production and testing of our vaccine, conduct of research studies, and other activities. As of

September 30, 2019,

there are approximately

$391,000

of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in

2019

and

2020.

We expect this entire amount to be reimbursable to us pursuant to existing government grants.

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Note 2 - Basis of Presentation

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Basis of Accounting [Text Block]

2. Basis of Presentation

The accompanying condensed consolidated financial statements at

September 30, 2019

and for the

three

-month and

nine

-month periods ended

September 30, 2019

and

2018

are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are

not

necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form

10

-K for the year ended

December 31, 2018.

We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should

not

be relied upon as predictive of the results in future periods.

As described in Note

10,

effective

April 30, 2019,

we enacted a

one

-for-

five hundred

reverse stock split of our common stock. The accompanying financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the

twelve

-month period following the date the financial statements are available to be issued.  We are devoting substantially all of our present efforts to research and development of our vaccine candidates. We have funded our activities to date from government grants and clinical trial assistance, and from sales of our equity securities. We will continue to require substantial funds to continue these activities. 

We believe that our existing cash resources, government funding and corporate collaboration commitments will be sufficient to continue our planned operations into the

first

quarter of

2020.

Due to our history of operating losses and our continuing need for capital to conduct our research and development activities, there is substantial doubt concerning our ability to operate as a going concern beyond that timeframe. We are currently exploring sources of capital through additional government grants and corporate collaborations. We also intend to secure additional funds through sales of our equity securities or by other means. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do

not

fully alleviate the substantial doubt about the Company’s ability to operate as a going concern. Additional funding

may

not

be available on favorable terms or at all. If we fail to obtain additional capital when needed, we will be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

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Note 4 - Basic and Diluted Loss Per Common Share

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

4. Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents consist of convertible preferred stock, stock options and stock purchase warrants. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled

10,937,156

and

10,895,920

shares for the

three

-month and

nine

-month periods ended

September 30, 2019,

respectively, as compared to

86,783

and

75,740

shares for the

three

-month and

nine

-month periods ended

September 30, 2018,

respectively.

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Note 12 - Grants and Collaboration Revenue

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Government Grants and Contracts [Text Block]

12. Grants and Collaboration Revenue

We receive payments from government entities under our grants from the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of our vaccine research and development efforts. We record revenue associated with government grants as the reimbursable costs are incurred. During the

three

-month and

nine

-month periods ended

September 30, 2019,

we recorded

$214,765

and

$754,022,

respectively, of revenues associated with these grants, as compared to

$340,716

and

$650,280,

respectively, for the comparable periods of

2018.

As of

September 30, 2019,

there is an aggregate of

$1,835,225

in approved grant funds available for use during

2019

and

2020.

During the

three

-month and

nine

-month periods ended

September 30, 2019,

we recorded

$118,444

and

$153,360,

respectively, of revenues associated with research collaboration agreements with

third

parties, as compared to

$8,628

and

$13,628,

respectively, for the comparable periods of

2018.

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2017	3,670	213,474
Balance at Dec. 31, 2017	$ 1,899,085	$ 213	$ 35,696,435	$ (37,916,790)	$ (321,057)
Sale of convertible preferred stock for cash (in shares)	600
Sale of convertible preferred stock for cash	$ 590,000				590,000
Conversion of preferred stock to common stock (in shares)	(450)	60,000
Conversion of preferred stock to common stock	$ (441,000)	$ 60	440,940
Stock option expense			23,978		23,978
Net loss				(621,813)	(621,813)
Issuance of common stock for services (in shares)		10,000
Issuance of common stock for services		$ 10	199,990		200,000
Balance (in shares) at Mar. 31, 2018	3,820	283,474
Balance at Mar. 31, 2018	$ 2,048,085	$ 283	36,361,343	(38,538,603)	(128,892)
Balance (in shares) at Dec. 31, 2017	3,670	213,474
Balance at Dec. 31, 2017	$ 1,899,085	$ 213	35,696,435	(37,916,790)	(321,057)
Net loss					(1,925,749)
Balance (in shares) at Sep. 30, 2018	3,870	356,807
Balance at Sep. 30, 2018	$ 2,109,085	$ 357	37,008,860	(39,842,539)	(724,237)
Balance (in shares) at Mar. 31, 2018	3,820	283,474
Balance at Mar. 31, 2018	$ 2,048,085	$ 283	36,361,343	(38,538,603)	(128,892)
Conversion of preferred stock to common stock (in shares)	(345)	46,000
Conversion of preferred stock to common stock	$ (338,100)	$ 46	338,054
Stock option expense			23,221		23,221
Net loss				(637,043)	(637,043)
Balance (in shares) at Jun. 30, 2018	3,475	329,474
Balance at Jun. 30, 2018	$ 1,709,985	$ 329	36,722,618	(39,175,646)	(742,714)
Sale of convertible preferred stock for cash (in shares)	600
Sale of convertible preferred stock for cash	$ 600,000				600,000
Conversion of preferred stock to common stock (in shares)	(205)	27,333
Conversion of preferred stock to common stock	$ (200,900)	$ 28	200,872
Stock option expense			85,370		85,370
Net loss				(666,893)	(666,893)
Balance (in shares) at Sep. 30, 2018	3,870	356,807
Balance at Sep. 30, 2018	$ 2,109,085	$ 357	37,008,860	(39,842,539)	(724,237)
Balance (in shares) at Dec. 31, 2018	3,450	437,807
Balance at Dec. 31, 2018	$ 1,971,333	$ 438	37,482,766	(40,476,884)	(1,022,347)
Sale of convertible preferred stock for cash (in shares)	500
Sale of convertible preferred stock for cash	$ 404,250		85,750		490,000
Conversion of preferred stock to common stock (in shares)	(767)	118,280
Conversion of preferred stock to common stock	$ (303,475)	$ 118	303,357
Fractional shares issuable upon reverse stock split (in shares)		402
Fractional shares issuable upon reverse stock split
Stock option expense			26,652		26,652
Net loss				(701,454)	(701,454)
Balance (in shares) at Mar. 31, 2019	3,183	556,489
Balance at Mar. 31, 2019	$ 2,072,108	$ 556	37,898,525	(41,178,338)	(1,207,149)
Balance (in shares) at Dec. 31, 2018	3,450	437,807
Balance at Dec. 31, 2018	$ 1,971,333	$ 438	37,482,766	(40,476,884)	(1,022,347)
Net loss					$ (1,780,036)
Issuance of common stock for services (in shares)					41,954
Balance (in shares) at Sep. 30, 2019	3,054	95,627,584
Balance at Sep. 30, 2019	$ 2,321,823	$ 95,628	38,818,750	(42,256,920)	$ (1,020,719)
Balance (in shares) at Mar. 31, 2019	3,183	556,489
Balance at Mar. 31, 2019	$ 2,072,108	$ 556	37,898,525	(41,178,338)	(1,207,149)
Sale of convertible preferred stock for cash (in shares)	500
Sale of convertible preferred stock for cash	$ 438,700		61,300		500,000
Conversion of preferred stock to common stock (in shares)	(281)	253,300
Conversion of preferred stock to common stock	$ (172,941)	$ 254	172,687
Fractional shares issuable upon reverse stock split (in shares)
Fractional shares issuable upon reverse stock split
Stock option expense			26,664		26,664
Net loss				(654,148)	(654,148)
Issuance of common stock for services (in shares)		4,127
Issuance of common stock for services		$ 4	5,996		6,000
Balance (in shares) at Jun. 30, 2019	3,402	813,916
Balance at Jun. 30, 2019	$ 2,337,867	$ 814	38,165,172	(41,832,486)	(1,328,633)
Sale of convertible preferred stock for cash (in shares)	700
Sale of convertible preferred stock for cash	$ 700,000				700,000
Conversion of preferred stock to common stock (in shares)	(1,048)	94,775,841
Conversion of preferred stock to common stock	$ (716,044)	$ 94,776	621,268
Stock option expense			26,348		26,348
Net loss				(424,434)	(424,434)
Issuance of common stock for services (in shares)		37,827
Issuance of common stock for services		$ 38	5,962		6,000
Balance (in shares) at Sep. 30, 2019	3,054	95,627,584
Balance at Sep. 30, 2019	$ 2,321,823	$ 95,628	$ 38,818,750	$ (42,256,920)	$ (1,020,719)

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 06, 2019
Document Information [Line Items]
Entity Registrant Name	GeoVax Labs, Inc.
Entity Central Index Key	0000832489
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		426,306,328
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false