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 June 30, 2015

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 of incorporation or organization)	(I.R.S. Employer Identification No.)
1900 Lake Park Drive Suite 380 Smyrna, Georgia	30080
(Address of principal executive offices)	(Zip Code)

(678) 384-7220

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).      Yes ☒    No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

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 August 3, 2015, 31,950,813 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 June 30, 2015 (unaudited) and December 31, 2014	1
	Condensed Consolidated Statements of Operations for the three month and six month periods ended June 30, 2015 and 2014 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2015 and 2014 (unaudited)	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4	Controls and Procedures	12
PART II. – OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	13
SIGNATURES		14
EXHIBIT INDEX		15

Part I -- FINANCIAL INFORMATION

Item 1     Financial Statements

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2015			2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,475,726		$	1,101,651
Grant funds receivable		39,300			79,341
Prepaid expenses and other current assets		39,894			44,503
Total current assets		2,554,920			1,225,495
Property and equipment, net		98,076			96,693
Deposits		11,010			11,010
Total assets	$	2,664,006		$	1,333,198
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	111,041		$	55,616
Accrued expenses		13,000			52,490
Amounts payable to a related party (Note 11)		57,048			78,917
Total current liabilities		181,089			187,023
Commitments (Note 6)
Stockholders’ equity:
Preferred stock, $.01 par value:
Authorized shares – 10,000,000
Series B convertible preferred stock, $1,000 stated value; 100 shares issued and outstanding at June 30, 2015 and December 31, 2014		76,095			76,095
Series C convertible preferred stock, $1,000 stated value; 3,000 and -0- shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		983,941			-
Common stock, $.001 par value:
Authorized shares – 150,000,000 and 75,000,000 at June 30, 2015 and December 31, 2014, respectively
Issued and outstanding shares – 31,950,813 at June 30, 2015 and December 31, 2014		31,951			31,951
Additional paid-in capital		32,553,227			30,823,769
Accumulated deficit		(31,162,297	)		(29,785,640	)
Total stockholders’ equity		2,482,917			1,146,175
Total liabilities and stockholders’ equity	$	2,664,006		$	1,333,198

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Grant revenue	$	71,474		$	180,441		$	174,898		$	337,781
Operating expenses:
Research and development		384,653			516,202			788,282			919,062
General and administrative		364,889			344,862			766,330			716,664
Total operating expenses		749,542			861,064			1,554,612			1,635,726
Loss from operations		(678,068	)		(680,623	)		(1,379,714	)		(1,297,945	)
Other income:
Interest income		1,865			1,086			3,057			2,490
Net loss	$	(676,203	)	$	(679,537	)	$	(1,376,657	)	$	(1,295,455	)
Basic and diluted:
Loss per common share	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.05	)
Weighted averages shares outstanding		31,950,813			25,075,729			31,950,813			24,921,376

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(1,376,657	)	$	(1,295,455	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		14,467			32,744
Stock-based compensation expense		33,590			51,354
Changes in assets and liabilities:
Grant funds receivable		40,041			140,909
Prepaid expenses and other current assets		4,609			14,408
Accounts payable and accrued expenses		(5,934	)		(74,855	)
Total adjustments		86,773			164,560
Net cash used in operating activities		(1,289,884	)		(1,130,895	)
Cash flows from investing activities:
Purchase of property and equipment		(15,850	)		(11,164	)
Net cash used in investing activities		(15,850	)		(11,164	)
Cash flows from financing activities:
Net proceeds from sale of preferred stock		2,679,809			-
Net cash provided by financing activities		2,679,809			-
Net increase (decrease) in cash and cash equivalents		1,374,075			(1,142,059	)
Cash and cash equivalents at beginning of period		1,101,651			2,513,861
Cash and cash equivalents at end of period	$	2,475,726		$	1,371,802

Supplemental disclosure of non-cash financing activities:

During the six months ended June 30, 2014, an aggregate of 71 shares of our Series A Convertible Preferred Stock were converted into 202,857 shares of common stock, and an aggregate of 420 shares of our Series B Convertible Preferred Stock were converted into 1,200,000 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

June 30, 2015

(unaudited)

1.     Description of Company

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing human vaccines using our novel platform technology. Our current development programs are focused on vaccines against Ebola and Marburg viruses, and Human Immunodeficiency Virus (HIV). Our vaccine delivery technology generates virus-like particles (VLPs) that are effective at eliciting safe and effective immune responses. Our proprietary Ebola vaccine technology has been developed internally using technology licensed from the National Institutes of Health (NIH), while our HIV vaccine technology was developed in collaboration with Emory University, the NIH, and the Centers for Disease Control and Prevention (CDC) and is exclusively licensed to us. GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in Smyrna, Georgia.

2.     Basis of Presentation

The accompanying condensed consolidated financial statements at June 30, 2015 and for the three and six month periods ended June 30, 2015 and 2014 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 financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. 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.

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 of the financial statements. 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 our research and development activities. We believe that our existing cash resources and grant commitments will be sufficient to fund our planned operations through the first quarter of 2016, but 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 date. We are currently exploring sources of capital through government grants and clinical trial support and through philanthropic foundation support. We may also secure additional funds through sales of our equity securities or the exercise of currently outstanding stock purchase warrants. Management believes that the Company’s demonstrated history of successful funding through both government sources and equity securities alleviate the substantial doubt about the Company’s ability to operate as a going concern. However, additional funding may not be available on favorable terms or at all. 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.

3.     Significant Accounting Policies and Recent Accounting Pronouncements

We disclosed in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 those accounting policies that we consider significant in determining our results of operations and financial position. 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2014-09 on our financial statements.

There have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2015 which we expect to have a material impact on our financial statements.

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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 approximately 79.0 million and 12.8 million shares at June 30, 2015 and 2014, respectively.

5.     Property and Equipment

Property and equipment as shown on the accompanying Condensed Consolidated Balance Sheets is composed of the following as of June 30, 2015 and December 31, 2014:

	June 30, 2015			December 31, 2014
Laboratory equipment	$	525,956		$	510,106
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		670,246			654,396
Accumulated depreciation and amortization		(572,170	)		(557,703	)
Property and equipment, net	$	98,076		$	96,693

6.     Commitments

Lease Agreement

We lease approximately 8,400 square feet of office and laboratory space located in Smyrna, Georgia, pursuant to an operating lease which expires on December 31, 2015, with two successive 12-month renewal options. As of June 30, 2015, our future minimum lease payments for the current lease term (not including the renewal periods) total $73,046 for the remainder of 2015.

Other Commitments

In the normal course of business, we may enter into various firm purchase commitments related to production and testing of our vaccine material, conduct of our clinical trials, and other research-related activities. As of June 30, 2015, we had approximately $115,300 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2015.

7.     Preferred Stock

Series B Convertible Preferred Stock

As of June 30, 2015, there are 100 shares of our Series B Convertible Preferred Stock outstanding (issued in December 2013), convertible into 285,714 shares of our common stock. During the six months ended June 30, 2015, there were no conversions or other transactions involving our Series B Convertible Preferred Stock.

Series C Convertible Preferred Stock

In February 2015, we established from the authorized preferred stock a series of preferred stock, consisting of 3,000 shares of Series C Convertible Preferred Stock, $1,000 stated value (“Series C Preferred Shares”) and entered into a Securities Purchase Agreement (“SPA”) whereby we issued to two institutional investors (“Purchasers”) the Series C Preferred Shares for gross proceeds of $3.0 million. Net proceeds to the Company from this transaction, after deduction of placement agent fees and other expenses, were approximately $2.7 million.

The Series C Preferred Shares may be converted at any time at the option of the Purchasers into shares of our common stock. The initial conversion price of the Series C Preferred Shares was $0.18 per share (“Conversion Price”). The Series C Preferred Shares have a liquidation preference equal to the initial purchase price, have no voting rights, and are not entitled to a dividend. The Series C Preferred Shares contains price adjustment provisions, which may, under certain circumstances, reduce the Conversion Price on several future dates according to a formula based on the then-current market price for our common stock. As discussed below, on April 8, 2015 the Conversion Price was adjusted to $0.142 per share resulting in an aggregate total of 21,126,760 shares of our common stock (“Conversion Shares”) into which the Series C Preferred Shares currently may be converted.

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Pursuant to the terms of the SPA, we issued to each Purchaser Series D, E and F Warrants (collectively, the “Investor Warrants”), each to purchase up to a number of shares of our common stock equal to 100% of the Conversion Shares underlying the Series C Preferred Shares (up to 16,666,666 shares in the aggregate for each of the three series of warrants, or 49,999,998 shares in total). The Series D Warrants had an initial exercise price of $0.22 per share, are currently exercisable, and have a term of exercise equal to five years from the date of issuance. The Series E Warrants had an initial exercise price of $0.18 per share, are currently exercisable, and have a term of exercise equal to one year from the date of issuance. The Series F Warrants had an initial exercise price of $0.22 per share and have a term of exercise equal to five years from the date of issuance, but only vest and become exercisable upon, and in proportion to, the exercise of the one-year Series E Warrants. We also issued to our placement agent warrants (“Placement Agent Warrants”) to acquire 1,333,333 shares of our Common Stock with terms substantially the same as the Series D Warrants. The Investor Warrants and Placement Agent Warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances, (i) reduce the exercise price on several future dates according to a formula based on the then-current market price for our common stock and (ii) 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 exercise price of the warrants, or if we announce plans to do so. The number of shares subject to warrants will not increase due to such reductions in exercise price.

In connection with the sale of the Series C Preferred Shares, we entered into a Registration Rights Agreement (“RRA”) with the Purchasers, pursuant to which we filed a registration statement with the Securities and Exchange Commission (“SEC”) on March 20, 2015. It was declared effective by the SEC on April 8, 2015, which triggered the price adjustment provisions of the Series C Preferred Shares and the related warrants. As of that date, the conversion price of the Series C Preferred Shares was reduced to $0.142, the exercise price of the Series D and Series F Warrants was reduced to $0.1704, and the exercise price of the Series E Warrants and Placement Agent Warrants was reduced to $0.142.

Accounting Treatment and Allocation of Proceeds. We first assessed the Series C Preferred Shares under ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and determined such preferred stock not to be a liability under ASC 480. We next assessed the preferred stock under ASC Topic 815. “Derivatives and Hedging” (“ASC 815”). The preferred stock contains an embedded feature allowing an optional conversion by the holder into common stock which meets the definition of a derivative. However, we believe that the preferred stock is an “equity host” (as described by ASC 815) for purposes of assessing the embedded derivative for potential bifurcation and determined that the optional conversion feature is clearly and closely associated to the preferred stock host; we therefore determined that the embedded derivative does not require bifurcation and separate recognition under ASC 815. We then assessed the preferred stock under ASC Topic 470, “Debt” (“ASC 470”), and determined there to be no beneficial conversion feature (“BCF”) requiring recognition at the issuance date. We also assessed the warrants issued in connection with the financing under ASC 815 and determined that they do not initially meet the definition of a derivative, but will require evaluation on an on-going basis.

The following is a summary of the allocation of the net proceeds from the preferred stock financing:

Net proceeds after transaction costs	$	2,679,809
Less: Fair value of warrants (recorded to Additional Paid-in Capital)		(1,695,868	)
Recorded value of Series C Preferred Shares at June 30, 2015	$	983,941

8.     Common Stock

Increase in Authorized Shares of Common Stock

At our annual meeting of stockholders held on May 12, 2015, our stockholders approved an amendment to our certificate of incorporation to increase our authorized shares of common stock from 75,000,000 shares to 150,000,000 shares. The amendment to our certificate of incorporation was filed with the Delaware Secretary of State on May 13, 2015.

Common Stock Transactions

During the six months ended June 30, 2015, there were no transactions involving our Common Stock.

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Stock Options

We maintain a stock option plan that provides the Board of Directors broad discretion in creating equity incentives for employees, officers, directors and consultants. The following table presents a summary of stock option transactions during the six months ended June 30, 2015:

	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2014		1,183,100		$	3.50
Granted		26,400			0.15
Exercised		--			--
Forfeited or expired		(32,000	)		0.94
Outstanding at June 30, 2015		1,177,500		$	3.49
Exercisable at June 30, 2015		756,094		$	5.25

Stock Purchase Warrants

The following table presents a summary of stock purchase warrant transactions during the six months ended June 30, 2015:

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2014		5,108,826	$	0.66
Issued – Series D Warrants (1)		16,666,666		0.17
Issued – Series E Warrants (1)		16,666,666		0.14
Issued – Series F Warrants (1)		16,666,666		0.17
Issued – Placement Agent Warrants (1)		1,333,333		0.17
Outstanding at June 30, 2015		56,442,157	$	0.20
Exercisable at June 30, 2015		39,775,491	$	0.21

(1) See discussion under “Series C Convertible Preferred Stock” in Note 7.

Stock-Based Compensation Expense

During the three month and six month periods ended June 30, 2015, we recorded share-based compensation expense related to stock options of $16,903 and $33,590, as compared to $25,047 and $51,354 for the three month and six month periods ended June 30, 2014, respectively. Share-based compensation expense 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 June 30, 2015, there was $79,640 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.6 years.

Common Stock Reserved

A summary of our common stock reserved for future issuance is as follows as of June 30, 2015:

Series B Convertible Preferred Stock	285,714
Series C Convertible Preferred Stock	21,126,760
Common Stock Purchase Warrants	56,442,157
Equity Incentive Plans	1,197,529
Total	79,052,160

9.     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 may be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of net operating losses and credits before utilization.

10.     Government Grants

We record revenue associated with government grants as the related costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations. Grant revenues recorded during the three month and six month periods ended June 30, 2015 and 2014 relate to grants from the NIH in support of our HIV vaccine development activities. There is an aggregate of $353,652 in approved grant funds remaining and available for use as of June 30, 2015, which we anticipate recognizing as revenue during the remainder of 2015 and the first half of 2016.

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11.     Related Party Transactions

We are obligated to reimburse Emory University (a significant stockholder of the Company) for certain prior and ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to our technology license agreement from Emory. During the three month and six month periods ended June 30, 2015, we recorded $22,590 and $63,906, respectively, of general and administrative expense associated with these patent cost reimbursements to Emory, as compared to $71,474 and $115,393, respectively, for the same periods in 2014.

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, 2014, 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 human vaccines using our novel platform technology. Our current development programs are focused on Ebola and Marburg viruses, and HIV. Our HIV vaccine technology was developed in collaboration with researchers at Emory University, the NIH, and the CDC, and is exclusively licensed to us from Emory University. We also have nonexclusive licenses to certain patents owned by the NIH. Our Ebola and Marburg vaccines are being developed with technology licensed to us from the NIH.

Our HIV vaccine development efforts are focused on a preventive vaccine to address the clade B subtype of the HIV virus that is most prevalent in the developed world (primarily North America and Western Europe). All of the clinical trials for our preventive HIV vaccine (through Phase 2a) have been conducted by the HIV Vaccine Trials Network (HVTN) with funding from the NIH. Through a continued collaboration with the NIH and HVTN, in late 2015 we expect to initiate a Phase 1 clinical trial investigating the effect of a “protein boost” to increase the antibody responses elicited by our vaccine. While this effort continues, we are also exploring our options to secure funding to advance our vaccine (without the additional protein boost) directly into pivotal Phase 2b efficacy trials. We have also begun preclinical studies to develop an HIV vaccine candidate for the clade C subtype of HIV prevalent in the developing world (primarily sub-Saharan Africa and India); these studies are being supported by NIH grants. Our Ebola vaccine development efforts were initiated in 2014 and we are currently conducting preclinical animal studies through a collaboration with the NIH.

We have neither received regulatory approval for any of our vaccine candidates, nor do we have any commercialization capabilities; therefore, it is possible that we may never successfully derive significant product revenues from any of our existing or future development programs or product candidates.

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Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on the accompanying unaudited condensed 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.

Our significant accounting policies are summarized in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition

We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, as amended by Staff Accounting Bulletin No. 104, Revenue Recognition, (“SAB 104”). SAB 104 provides guidance in applying U.S. generally accepted accounting principles (“GAAP”) to revenue recognition issues, and specifically addresses revenue recognition for upfront, nonrefundable fees received in connection with research collaboration agreements. During 2015 and 2014, our revenue consisted of grant funding received from the NIH. Revenue from these arrangements is approximately equal to the costs incurred and is recorded as income as the related costs are incurred.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2014-09 on our financial statements.

Stock-Based Compensation

We account for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date. Compensation cost for awards of common stock is estimated based on the price of the underlying common stock on the date of issuance. Compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.

Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance our research and development activities. We have funded our activities to date primarily from government grants and clinical trial assistance, and from sales of our equity securities. Due to our significant research and development expenditures, we have not been profitable and have generated operating losses since our inception in 2001.

We believe that our existing cash resources will be sufficient to fund our planned operations through the first quarter of 2016. We will require additional funds to continue our planned operations beyond that date. We are currently seeking sources of non-dilutive capital through government grant programs and clinical trial support, and we may also conduct additional offerings of our equity securities. However, 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.

At June 30, 2015, we had cash and cash equivalents of $2,475,726 and working capital of $2,373,831, as compared to $1,101,651 and $1,038,472, respectively, at December 31, 2014. As of June 30, 2015, we had an accumulated deficit of $31.2 million and we expect for the foreseeable future our operations will result in a net loss on a quarterly and annual basis.

Net cash used in operating activities was $1,289,884 and $1,130,895 for the six month periods ended June 30, 2015 and 2014, respectively.

9

Net cash used in investing activities was $15,850 and $11,164 for the six month periods ended June 30, 2015 and 2014, respectively.

Net cash provided by financing activities was $2,679,809 and $-0- for the six month periods ended June 30, 2015 and 2014, respectively. The increase is related to our February 2015 financing discussed below.

The 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 also expect the NIH to fully fund the cost of another Phase 1 trial (HVTN 114) of our preventive HIV vaccine to begin in late 2015, which will investigate the effect of adding a “protein boost” component to our vaccine. While efforts are underway to evaluate the protein boost concept, we also intend to seek funding to expedite our vaccine (without the additional protein boost) directly into pivotal Phase 2b efficacy trials.

During 2014, we completed a Phase 1 clinical trial (GV-TH-01) investigating the therapeutic use of our GOVX-B11 vaccine in HIV-infected patients. Future therapeutic studies of our vaccine may investigate the vaccine’s ability to act as a “shock agent” in a shock and kill therapy in combination with standard of care antiretroviral drug therapy to seek a cure for HIV infection. We are currently not contemplating the use of any of our existing cash resources for this program. The timetable and specific plans for additional clinical studies will be dependent upon our ability to secure external funding for the program, and on the nature of any potential collaborations we may establish.

Our Ebola/Marburg vaccine program began in late 2014, and our primary activities during 2015 are focused on constructing the vaccines and conducting preclinical animal studies. During April 2015, we entered into a Research Collaboration Agreement with the National Institute of Allergy and Infectious Disease (NIAID), part of NIH, pursuant to which NIAID will contribute certain materials and will carry out animal protection studies in small animals and, potentially, in non-human primates. The initial animal studies are ongoing, and we expect to be ready for human clinical trials to begin in late 2016 or early 2017.

In addition to clinical trial support from the NIH for our preventive HIV vaccines and collaborative research support from NIAID for our Ebola vaccine program, our operations have been partially funded by NIH research grants for our HIV program. As of June 30, 2015, there was an aggregate of $353,652 of unused grant funds available for use during the remainder of 2015 and the first half of 2016. We intend to pursue additional grants from the federal government for our HIV and Ebola programs but cannot be assured of success.

In February 2015, we sold shares of Series C convertible preferred stock for an aggregate purchase price of $3.0 million. Net proceeds to the Company were approximately $2.7 million. As part of this transaction, we also issued several series of five-year and one-year stock purchase warrants. The one-year warrants have a current exercise price of $0.142 and an expiration date of February 27, 2016. If exercised in full, these warrants would result in net cash proceeds to us of approximately $2.4 million.

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

As of June 30, 2015, we had noncancellable lease obligations and other firm purchase obligations totaling approximately $188,000, as compared to approximately $297,000 at December 31, 2014. We have no committed lines of credit and no other committed funding or long-term debt. We have employment agreements with our senior management team, each of which may be terminated with 30 days advance notice. There have been no other material changes to the table presented in our Annual Report on Form 10-K for the year ended December 31, 2014.

Results of Operations

Net Loss

We recorded a net loss of $676,203 for the three months ended June 30, 2015, as compared to $679,537 for the three months ended June 30, 2014. For the six months ended June 30, 2015, we recorded a net loss of $1,376,657, as compared to a net loss of $1,295,455 for the six months ended June 30, 2014. 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 Revenue

During the three and six month periods ended June 30, 2015, we recorded grant revenue of $71,474 and $174,898, respectively, as compared to $180,441 and $337,781, respectively, during the comparable periods of 2014. Grant revenues for these periods relate to grants from the NIH in support of our HIV 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 directly related to our expenditures for activities supported by the grants, and can fluctuate significantly based on the timing of the related expenditures.

10

In September 2007, the NIH awarded us a grant entitled “GM-CSF-Adjuvanted Clade C DNA/MVA and MVA/MVA Vaccines”. The aggregate award (including subsequent amendments) totaled approximately $20.4 million. For this grant, we recorded revenues of $14,836 and $75,464 for the three and six month periods ended June 30, 2015, respectively, as compared to $112,302 and $215,654, respectively during the comparable periods of 2014. There are no unrecognized grant funds remaining and available for use pursuant to this grant as of June 30, 2015.

In July 2013, the NIH awarded us a Small Business Innovative Research (SBIR) grant entitled “Enhancing Protective Antibody Responses for a GM-CSF Adjuvanted HIV Vaccine.” The initial grant award was $276,690 for the first year of a two year project period beginning August 1, 2013. In July 2014, the NIH awarded us $289,641 for the second year of the project period. For this grant, we recorded revenues of $56,638 and $99,434 for the three and six month periods ended June 30, 2015, respectively, as compared to $68,139 and $122,127, respectively during the comparable periods of 2014. There is $54,067 of unrecognized grant funds remaining and available for use pursuant to this grant as of June 30, 2015, which we anticipate recognizing as revenue during the third quarter of 2015.

In June 2015, the NIH awarded us a Small Business Innovative Research (SBIR) grant entitled “Directed Lineage Immunizations for Eliciting Broadly Neutralizing Antibody.” The initial grant award of $299,585 is for the first year of a two year project period beginning July 1, 2015. No revenues related to this grant have been recorded during the three or six month periods ended June 30, 2015. We anticipate recognizing the full amount of this grant as revenue over the period from July 1, 2015 to June 30, 2016.

Research and Development

During the three month and six month periods ended June 30, 2015, we recorded $384,653 and $788,282, respectively, of research and development expense as compared to $516,202 and $919,062, respectively, during the three month and six month periods ended June 30, 2014. Research and development expense for the three month and six month periods of 2015 includes stock-based compensation expense of $5,316 and $10,632, respectively, while the comparable periods of 2014 include stock-based compensation expense of $7,878 and $17,016, respectively (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 grants from the NIH, the timing of costs associated with clinical trials being funding directly by us, and other factors.

We cannot predict the level of support we may receive from the HVTN, NIH, or other federal agencies (or divisions thereof) for our future research and development efforts. We expect that our research and development costs will increase in the future as we progress into the later stage human clinical trials for our HIV vaccines and as we expand our Ebola and Marburg vaccine development program.

Our vaccine candidates still require significant, time-consuming and costly research and development, testing and regulatory clearances. Completion of clinical development will take several years or more, but the length of time generally varies substantially according to the type, complexity, novelty and intended use of a product candidate. The NIH has funded the costs of conducting all of our human clinical trials to date for our preventive HIV vaccine, with GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and other study support. We are having discussions with the HVTN and NIH with regard to the conduct of an additional trial of our preventive vaccine, and we expect the NIH will provide support for this trial as well. We intend to seek government and/or third party support for future clinical human trials and for production of our vaccine product for use in clinical trials, but there can be no assurance that we will be successful.

The duration and the cost of future clinical trials may vary significantly over the life of the project as a result of differences arising during development of the human clinical trial protocols, including, among others:

● 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.

Due to the uncertainty regarding the timing and regulatory approval of clinical trials and pre-clinical studies, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. From time to time, we will make determinations as to how much funding to direct to these programs in response to their scientific, clinical and regulatory success, anticipated market opportunity and the availability of capital to fund our programs.

11

In developing our product candidates, we are subject to a number of risks that are inherent in the development of products based on innovative technologies. For example, it is possible that our vaccines may be ineffective or toxic, or will otherwise fail to receive the necessary regulatory clearances, causing us to delay, extend or terminate our product development efforts. Any failure by us to obtain, or any delay in obtaining, regulatory approvals could cause our research and development expenditures to increase which, in turn, could have a material adverse effect on our results of operations and cash flows. Because of the uncertainties of clinical trials, estimating the completion dates or cost to complete our research and development programs is highly speculative and subjective. As a result of these factors, we are unable to accurately estimate the nature, timing and future costs necessary to complete the development of our product candidates. In addition, we are unable to reasonably estimate the period when material net cash inflows could commence from the sale, licensing or commercialization of such product candidates, if ever.

General and Administrative Expense

During the three month and six month periods ended June 30, 2015, we incurred general and administrative costs of $364,889 and $766,330, respectively, as compared to $344,862 and $716,664, respectively, during the comparable periods in 2014. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, amortization expense associated with intangible assets, and other general corporate expenses. General and administrative expense for the three month and six month periods of 2015 include stock-based compensation expense of $11,587 and $22,958 , respectively; while the comparable periods of 2014 include stock-based compensation expense of $17,169 and $34,338, respectively (see discussion under “Stock-Based Compensation Expense” below). 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.

Stock-Based Compensation Expense

We recorded stock-based compensation expense of $16,903 and $33,590 during the three month and six month periods ended June 30, 2015, respectively, as compared to $25,047 and $51,354, respectively, during the comparable periods of 2014. We allocate stock-based compensation expense 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 six month periods ended June 30, 2015 and 2014, stock-based compensation expense was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Expense Allocated to:	2015		2014		2015		2014
General and Administrative Expense	$	11,587	$	17,169	$	22,958	$	34,338
Research and Development Expense		5,316		7,878		10,632		17,016
Total Stock-Based Compensation Expense	$	16,903	$	25,047	$	33,590	$	51,354

Other Income

Interest income for the three month and six month periods ended June 30, 2015 was $1,865 and $3,057, respectively, as compared to $1,086 and $2,490, respectively, for comparable periods of 2014. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations.

Item 3     Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of United States interest rates, particularly because a significant portion of our investments are in institutional money market funds. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income received without significantly increasing risk. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure.

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.

12

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.

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 June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

Item 1     Legal Proceedings

None.

Item 1A     Risk Factors

For information regarding factors that could affect the our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K.

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

During the period covered by this report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to our board of directors.

Item 6     Exhibits

The exhibits filed with this report are set forth on the exhibit index following the signature page and are incorporated by reference in their entirety into this item.

13

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:     August 4, 2015	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer
		(duly authorized officer and principal financial officer)

14

EXHIBIT INDEX

Exhibit

Number       Description

3.1 Certificate of Incorporation (1)

3.1.1 Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 13, 2010 (2)

3.1.2 Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 27, 2010 (3)

3.1.3 Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed August 2, 2013 (4)

3.1.4 Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed May 13, 2015 (7)

3.2 Bylaws (1)

4.2.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock filed December 13, 2013 (5)

4.2.2 Form of Stock Certificate for the Series B Convertible Preferred Stock (5)

4.3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed February 27, 2015 (6)

4.3.2 Form of Stock Certificate for the Series C Convertible Preferred Stock (6)

10.1 Form of Securities Purchase Agreement dated February 25, 2015 (6)

10.2 Form of Registration Rights Agreement dated February 25, 2015 (6)

10.3 Form of Series D Warrant dated February 27, 2015 (6)

10.4 Form of Series E Warrant dated February 27, 2015 (6)

10.5 Form of Series F Warrant dated February 27, 2015 (6)

10.6 Form of Maxim warrant dated February 27, 2015 (6)

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** The following financial information from GeoVax Labs, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three month and six month periods ended June 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the six month periods ended June 30, 2015 and 2014, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).

_____________________

* Filed herewith

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections

(1) Incorporated by reference from the registrant’s Current Report on Form 8-K filed on June 23, 2008.

(2) Incorporated by reference from the registrant’s Current Report on Form 8-K filed April 14, 2010.

(3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed April 28, 2010.

(4) Incorporated by reference from the registrant’s Current Report on Form 8-K filed August 2, 2013.

(5) Incorporated by reference from the registrant’s Current Report on Form 8-K filed December 17, 2013.

(6) Incorporated by reference from the registrant’s Current Report on Form 8-K filed March 2, 2015.

(7) Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 14, 2015.

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, Robert T. McNally, 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: August 4, 2015	By:	/s/ Robert T. McNally
		Robert T. McNally
		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: August 4, 2015	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 June 30, 2015, I, Robert T. McNally, 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: August 4, 2015	By:	/s/ Robert T. McNally
		Robert T. McNally
		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 June 30, 2015, 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: August 4, 2015	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

XML

Note 7 - Preferred Stock - Allocation of Net Proceeds from Preferred Stock Financing (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015
Series C Convertible Preferred Stock [Member]
Net proceeds after transaction costs	$ 2,679,809
Less: Fair value of warrants (recorded to Additional Paid-in Capital)	(1,695,868)
Recorded value of Series C Preferred Shares at June 30, 2015	983,941
Net proceeds after transaction costs	$ 2,679,809

XML

Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Significant Accounting Policies [Text Block]

3.     Significant Accounting Policies and Recent Accounting Pronouncements

We disclosed in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 those accounting policies that we consider significant in determining our results of operations and financial position. 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09,

Revenue from Contracts with Customers

(“ASU 2014-09”), which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2014-09 on our financial statements.

There have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2015 which we expect to have a material impact on our financial statements.

XML

Note 8 - Common Stock - Common Stock Reserved for Future Issuance (Details)	Jun. 30, 2015 shares
Series B Convertible Preferred Stock [Member]
Common Stock, Reserved for Future Issuance (in shares)	285,714
Series C Convertible Preferred Stock [Member]
Common Stock, Reserved for Future Issuance (in shares)	21,126,760
Warrant [Member]
Common Stock, Reserved for Future Issuance (in shares)	56,442,157
Employee Stock Option [Member]
Common Stock, Reserved for Future Issuance (in shares)	1,197,529
Common Stock, Reserved for Future Issuance (in shares)	79,052,160

XML

Note 8 - Common Stock - Outstanding Stock Purchase Warrants (Details) - $ / shares		Jun. 30, 2015	Dec. 31, 2014
Series D Warrants [Member] | Placement Agent for Offering [Member]
Issued – Series D Warrants (1) (in shares)	[1]	1,333,333
Class of Warrant or Right, Exercise Price of Warrants or Rights	[1]	$ 0.17
Series D Warrants [Member]
Issued – Series D Warrants (1) (in shares)	[1]	16,666,666
Class of Warrant or Right, Exercise Price of Warrants or Rights	[1]	$ 0.17
Series E Warrants [Member]
Issued – Series D Warrants (1) (in shares)	[1]	16,666,666
Class of Warrant or Right, Exercise Price of Warrants or Rights	[1]	$ 0.14
Series F Warrants [Members]
Issued – Series D Warrants (1) (in shares)	[1]	16,666,666
Class of Warrant or Right, Exercise Price of Warrants or Rights	[1]	$ 0.17
Issued – Series D Warrants (1) (in shares)		56,442,157	5,108,826
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.20	$ 0.66
Warrants exercisable (in shares)		39,775,491
Warrants exercisable, weighted average exercise price (in dollars per share)		$ 0.21

[1] See discussion under “Series C Convertible Preferred Stock” in Note 7.

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Note 9 - Income Taxes (Details Textual)	168 Months Ended
	Jun. 30, 2015 USD ($)
Income Tax Expense (Benefit)	$ 0

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Note 10 - Government Grants (Details Textual)	Jun. 30, 2015 USD ($)
Unused Grant Funds	$ 353,652

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Note 2 - Basis of Presentation

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Basis of Accounting [Text Block]

2.     Basis of Presentation

The accompanying condensed consolidated financial statements at June 30, 2015 and for the three and six month periods ended June 30, 2015 and 2014 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 financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. 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.

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 of the financial statements. 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 our research and development activities. We believe that our existing cash resources and grant commitments will be sufficient to fund our planned operations through the first quarter of 2016, but 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 date. We are currently exploring sources of capital through government grants and clinical trial support and through philanthropic foundation support. We may also secure additional funds through sales of our equity securities or the exercise of currently outstanding stock purchase warrants. Management believes that the Company’s demonstrated history of successful funding through both government sources and equity securities alleviate the substantial doubt about the Company’s ability to operate as a going concern. However, additional funding may not be available on favorable terms or at all. 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.

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Note 11 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
General and Administrative Expense [Member] | Emory [Member]
Related Party Transaction, Expenses from Transactions with Related Party	$ 22,590	$ 71,474	$ 63,906	$ 115,393

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Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Series B Convertible Preferred Stock [Member]
Stockholders’ equity:
Convertible preferred stock, value	$ 76,095	$ 76,095
Series C Convertible Preferred Stock [Member]
Stockholders’ equity:
Convertible preferred stock, value	983,941
Cash and cash equivalents	2,475,726	$ 1,101,651
Grant funds receivable	39,300	79,341
Prepaid expenses and other current assets	39,894	44,503
Total current assets	2,554,920	1,225,495
Property and equipment, net	98,076	96,693
Deposits	11,010	11,010
Total assets	2,664,006	1,333,198
Accounts payable	111,041	55,616
Accrued expenses	13,000	52,490
Amounts payable to Emory University (a related party)(Note 11)	57,048	78,917
Total current liabilities	$ 181,089	$ 187,023
Commitments (Note 6)
Issued and outstanding shares - 31,950,813 at March 31, 2015 and December 31, 2014	$ 31,951	$ 31,951
Additional paid-in capital	32,553,227	30,823,769
Accumulated deficit	(31,162,297)	(29,785,640)
Total stockholders' equity	2,482,917	1,146,175
Total liabilities and stockholders' equity	$ 2,664,006	$ 1,333,198

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Series A Convertible Preferred Stock [Member]
Converted Preferred Stock (in shares)	0	71
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)	0	202,857
Series B Convertible Preferred Stock [Member]
Converted Preferred Stock (in shares)	0	420
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)	0	1,200,000

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Note 5 - Property and Equipment - Property and Equipment (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Laboratory Equipment [Member]
Property and equipment, gross	$ 525,956	$ 510,106
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
Property and equipment, gross	670,246	654,396
Accumulated depreciation and amortization	(572,170)	(557,703)
Property and equipment, net	$ 98,076	$ 96,693

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Note 7 - Preferred Stock (Details Textual) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	6 Months Ended
	Feb. 28, 2015	Feb. 28, 2015	Jun. 30, 2015		Apr. 08, 2015	Mar. 20, 2015	Dec. 31, 2014
Series B Convertible Preferred Stock [Member]
Conversion of Stock, Shares Converted			0
Preferred Stock, Shares Outstanding			100				100
Convertible Preferred Stock, Total Conversion Shares			285,714
Preferred Stock, Shares Issued			100				100
Preferred Stock, Par or Stated Value Per Share			$ 1,000				$ 1,000
Series C Convertible Preferred Stock [Member] | Gross Proceeds [Member]
Proceeds from Issuance of Convertible Preferred Stock		$ 3.0
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding			3,000				0
Preferred Stock, Shares Issued	3,000	3,000	3,000				0
Preferred Stock, Par or Stated Value Per Share	$ 1,000	$ 1,000	$ 1,000				$ 1,000
Proceeds from Issuance of Convertible Preferred Stock		$ 2.7
Convertible Preferred Stock, Conversion Price Per Share						$ 0.142
Series F Warrants [Members]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.22	$ 0.22	0.17	[1]		0.1704
Warrant Term		5 years
Series D Warrants [Member] | Placement Agent for Offering [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights			0.17	[1]		0.142
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,333,333	1,333,333
Series D Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.22	$ 0.22	0.17	[1]		0.1704
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	16,666,666	16,666,666
Warrant Term		5 years
Series E Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.18	$ 0.18	0.14	[1]		$ 0.142
Warrant Term		1 year
Series C Convertible Preferred Stock [Member]
Preferred Stock, Voting Rights	0
Convertible Preferred Stock, Total Conversion Shares					21,126,760
Convertible Preferred Stock, Conversion Price Per Share	$ 0.18	$ 0.18			$ 0.142
Class of Warrant or Right, Exercise Price of Warrants or Rights			0.20				0.66
Preferred Stock, Par or Stated Value Per Share			$ 0.01				$ 0.01
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	49,999,998	49,999,998

[1] See discussion under “Series C Convertible Preferred Stock” in Note 7.

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Note 1 - Description of Company

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Nature of Operations [Text Block]

1.     Description of Company

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing human vaccines using our novel platform technology. Our current development programs are focused on vaccines against Ebola and Marburg viruses, and Human Immunodeficiency Virus (HIV). Our vaccine delivery technology generates virus-like particles (VLPs) that are effective at eliciting safe and effective immune responses. Our proprietary Ebola vaccine technology has been developed internally using technology licensed from the National Institutes of Health (NIH), while our HIV vaccine technology was developed in collaboration with Emory University, the NIH, and the

Centers for Disease Control and Prevention (CDC) and is exclusively licensed to us.

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

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares issued (in shares)	100	100
Preferred stock, shares outstanding (in shares)	100	100
Series C Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares issued (in shares)	3,000	0
Preferred stock, shares outstanding (in shares)	3,000	0
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	150,000,000	75,000,000
Common stock, shares issued (in shares)	31,950,813	31,950,813
Common stock, shares outstanding (in shares)	31,950,813	31,950,813

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Note 11 - Related Party Transactions

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

11.     Related Party Transactions

We are obligated to reimburse Emory University (a significant stockholder of the Company) for certain prior and ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to our technology license agreement from Emory. During the three month and six month periods ended June 30, 2015, we recorded $22,590 and $63,906, respectively, of general and administrative expense associated with these patent cost reimbursements to Emory, as compared to $71,474 and $115,393, respectively, for the same periods in 2014.

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Entity Registrant Name	GeoVax Labs, Inc.
Entity Central Index Key	0000832489
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		31,950,813
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false

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Note 5 - Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2015

Notes Tables

Property, Plant and Equipment [Table Text Block]

	June 30, 2015			December 31, 2014
Laboratory equipment	$	525,956		$	510,106
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		670,246			654,396
Accumulated depreciation and amortization		(572,170	)		(557,703	)
Property and equipment, net	$	98,076		$	96,693

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Grant revenue	$ 71,474	$ 180,441	$ 174,898	$ 337,781
Operating expenses:
Research and development	384,653	516,202	788,282	919,062
General and administrative	364,889	344,862	766,330	716,664
Total operating expenses	749,542	861,064	1,554,612	1,635,726
Loss from operations	(678,068)	(680,623)	(1,379,714)	(1,297,945)
Other income:
Interest income	1,865	1,086	3,057	2,490
Net loss	$ (676,203)	$ (679,537)	$ (1,376,657)	$ (1,295,455)
Basic and diluted:
Loss per common share (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.04)	$ (0.05)
Weighted averages shares outstanding (in shares)	31,950,813	25,075,729	31,950,813	24,921,376

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Note 6 - Commitments

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Commitments Disclosure [Text Block]

6.     Commitments

Lease Agreement

We lease approximately 8,400 square feet of office and laboratory space located in Smyrna, Georgia, pursuant to an operating lease which expires on December 31, 2015, with two successive 12-month renewal options. As of June 30, 2015, our future minimum lease payments for the current lease term (not including the renewal periods) total $73,046 for the remainder of 2015.

Other

Commitments

In the normal course of business, we may enter into various firm purchase commitments related to production and testing of our vaccine material, conduct of our clinical trials, and other research-related activities. As of June 30, 2015, we had approximately $115,300 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2015.

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Note 5 - Property and Equipment

6 Months Ended

Jun. 30, 2015

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 June 30, 2015 and December 31, 2014:

	June 30, 2015			December 31, 2014
Laboratory equipment	$	525,956		$	510,106
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		670,246			654,396
Accumulated depreciation and amortization		(572,170	)		(557,703	)
Property and equipment, net	$	98,076		$	96,693

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Note 6 - Commitments (Details Textual) - Jun. 30, 2015	USD ($) ft²
Number of Successive Renewal Options	2
Lessee Leasing Arrangements, Operating Leases, Renewal Term	1 year
Area of Real Estate Property | ft²	8,400
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year	$ 73,046
Unrecorded Unconditional Purchase Obligation	$ 115,300

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Note 7 - Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2015

Notes Tables

Allocation Of Net Proceeds From Preferred Stock Financing [Table Text Block]

Net proceeds after transaction costs	$	2,679,809
Less: Fair value of warrants (recorded to Additional Paid-in Capital)		(1,695,868	)
Recorded value of Series C Preferred Shares at June 30, 2015	$	983,941

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Note 9 - Income Taxes

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Income Tax Disclosure [Text Block]

9.     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 may be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of net operating losses and credits before utilization.

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Note 7 - Preferred Stock

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Preferred Stock [Text Block]

7.     Preferred Stock

Series B Convertible Preferred Stock

As of June 30, 2015, there are 100 shares of our Series B Convertible Preferred Stock outstanding (issued in December 2013), convertible into 285,714 shares of our common stock. During the six months ended June 30, 2015, there were no conversions or other transactions involving our Series B Convertible Preferred Stock.

Series C Convertible Preferred Stock

In February 2015, we established from the authorized preferred stock a series of preferred stock, consisting of 3,000 shares of Series C Convertible Preferred Stock, $1,000 stated value (“Series C Preferred Shares”) and entered into a Securities Purchase Agreement (“SPA”) whereby we issued to two institutional investors (“Purchasers”) the Series C Preferred Shares for gross proceeds of $3.0 million. Net proceeds to the Company from this transaction, after deduction of placement agent fees and other expenses, were approximately $2.7 million.

The Series C Preferred Shares may be converted at any time at the option of the Purchasers into shares of our common stock. The initial conversion price of the Series C Preferred Shares was $0.18 per share (“Conversion Price”). The Series C Preferred Shares have a liquidation preference equal to the initial purchase price, have no voting rights, and are not entitled to a dividend.

The Series C Preferred Shares contains price adjustment provisions, which may, under certain circumstances, reduce the Conversion Price on several future dates according to a formula based on the then-current market price for our common stock. As discussed below, on April 8, 2015 the Conversion Price was adjusted to $0.142 per share resulting in an aggregate total of 21,126,760 shares of our common stock (“Conversion Shares”) into which the Series C Preferred Shares currently may be converted.

Pursuant to the terms of the SPA, we issued to each Purchaser Series D, E and F Warrants (collectively, the “Investor Warrants”), each to purchase up to a number of shares of our common stock equal to 100% of the Conversion Shares underlying the Series C Preferred Shares (up to 16,666,666 shares in the aggregate for each of the three series of warrants, or 49,999,998 shares in total). The Series D Warrants had an initial exercise price of $0.22 per share, are currently exercisable, and have a term of exercise equal to five years from the date of issuance. The Series E Warrants had an initial exercise price of $0.18 per share, are currently exercisable, and have a term of exercise equal to one year from the date of issuance. The Series F Warrants had an initial exercise price of $0.22 per share and have a term of exercise equal to five years from the date of issuance, but only vest and become exercisable upon, and in proportion to, the exercise of the one-year Series E Warrants.

We also issued to our placement agent warrants (“Placement Agent Warrants”) to acquire 1,333,333 shares of our Common Stock with terms substantially the same as the Series D Warrants.

The Investor Warrants and Placement Agent Warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances, (i) reduce the exercise price on several future dates according to a formula based on the then-current market price for our common stock and (ii) 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 exercise price of the warrants, or if we announce plans to do so. The number of shares subject to warrants will not increase due to such reductions in exercise price.

In connection with the sale of the Series C Preferred Shares, we entered into a Registration Rights Agreement (“RRA”) with the Purchasers, pursuant to which we filed a registration statement with the Securities and Exchange Commission (“SEC”) on March 20, 2015. It was declared effective by the SEC on April 8, 2015, which triggered the price adjustment provisions of the Series C Preferred Shares and the related warrants. As of that date, the conversion price of the Series C Preferred Shares was reduced to $0.142, the exercise price of the Series D and Series F Warrants was reduced to $0.1704, and the exercise price of the Series E Warrants and Placement Agent Warrants was reduced to $0.142.

Accounting Treatment and Allocation of Proceeds

. We first assessed the Series C Preferred Shares under ASC Topic 480, “

Distinguishing Liabilities from Equity

” (“ASC 480”) and determined such preferred stock not to be a liability under ASC 480. We next assessed the preferred stock under ASC Topic 815. “

Derivatives and Hedging

” (“ASC 815”). The preferred stock contains an embedded feature allowing an optional conversion by the holder into common stock which meets the definition of a derivative. However, we believe that the preferred stock is an “equity host” (as described by ASC 815) for purposes of assessing the embedded derivative for potential bifurcation and determined that the optional conversion feature is clearly and closely associated to the preferred stock host; we therefore determined that the embedded derivative does not require bifurcation and separate recognition under ASC 815. We then assessed the preferred stock under ASC Topic 470, “

Debt

” (“ASC 470”), and determined there to be no beneficial conversion feature (“BCF”) requiring recognition at the issuance date. We also assessed the warrants issued in connection with the financing under ASC 815 and determined that they do not initially meet the definition of a derivative, but will require evaluation on an on-going basis.

The following is a summary of the allocation of the net proceeds from the preferred stock financing:

Net proceeds after transaction costs	$	2,679,809
Less: Fair value of warrants (recorded to Additional Paid-in Capital)		(1,695,868	)
Recorded value of Series C Preferred Shares at June 30, 2015	$	983,941

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Note 8 - Common Stock

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

8.     Common Stock

Increase in Authorized Shares of Common Stock

At our annual meeting of stockholders held on May 12, 2015, our stockholders approved an amendment to our certificate of incorporation to increase our authorized shares of common stock from 75,000,000 shares to 150,000,000 shares. The amendment to our certificate of incorporation was filed with the Delaware Secretary of State on May 13, 2015.

Common Stock Transactions

During the six months ended June 30, 2015, there were no transactions involving our Common Stock.

Stock Options

We maintain a stock option plan that provides the Board of Directors broad discretion in creating equity incentives for employees, officers, directors and consultants.

The following table presents a summary of stock option transactions during the six months ended June 30, 2015:

	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2014		1,183,100		$	3.50
Granted		26,400			0.15
Exercised		--			--
Forfeited or expired		(32,000	)		0.94
Outstanding at June 30, 2015		1,177,500		$	3.49
Exercisable at June 30, 2015		756,094		$	5.25

Stock Purchase Warrants

The following table presents a summary of stock purchase warrant transactions during the six months ended June 30, 2015:

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2014		5,108,826	$	0.66
Issued – Series D Warrants (1)		16,666,666		0.17
Issued – Series E Warrants (1)		16,666,666		0.14
Issued – Series F Warrants (1)		16,666,666		0.17
Issued – Placement Agent Warrants (1)		1,333,333		0.17
Outstanding at June 30, 2015		56,442,157	$	0.20
Exercisable at June 30, 2015		39,775,491	$	0.21

(1) See discussion under “Series C Convertible Preferred Stock” in Note 7 .

Stock-Based Compensation Expense

During the three month and six month periods ended June 30, 2015, we recorded share-based compensation expense related to stock options of $16,903 and $33,590, as compared to $25,047 and $51,354 for the three month and six month periods ended June 30, 2014, respectively. Share-based compensation expense 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 June 30, 2015, there was $79,640 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.6 years.

Common Stock Reserved

A summary of our common stock reserved for future issuance is as follows as of June 30, 2015:

Series B Convertible Preferred Stock	285,714
Series C Convertible Preferred Stock	21,126,760
Common Stock Purchase Warrants	56,442,157
Equity Incentive Plans	1,197,529
Total	79,052,160

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Note 10 - Government Grants

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Government Grants [Text Block]

10.     Government Grants

We record revenue associated with government grants as the related costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations. Grant revenues recorded during the three month and six month periods ended June 30, 2015 and 2014 relate to grants from the NIH in support of our HIV vaccine development activities. There is an aggregate of $353,652 in approved grant funds remaining and available for use as of June 30, 2015, which we anticipate recognizing as revenue during the remainder of 2015 and the first half of 2016.

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Note 4 - Basic and Diluted Loss Per Common Share (Details Textual) - shares shares in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	79.0	12.8

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Note 8 - Common Stock (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	May. 13, 2015	May. 12, 2015	Dec. 31, 2014
Employee Stock Option [Member]
Allocated Share-based Compensation Expense	$ 16,903	$ 25,047	$ 33,590	$ 51,354
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 79,640		$ 79,640
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			1 year 219 days
Common Stock, Shares Authorized	150,000,000		150,000,000		150,000,000	75,000,000	75,000,000

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (1,376,657)	$ (1,295,455)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	14,467	32,744
Stock-based compensation expense	33,590	51,354
Changes in assets and liabilities:
Grant funds receivable	40,041	140,909
Prepaid expenses and other current assets	4,609	14,408
Accounts payable and accrued expenses	(5,934)	(74,855)
Total adjustments	86,773	164,560
Net cash used in operating activities	(1,289,884)	(1,130,895)
Cash flows from investing activities:
Purchase of property and equipment	(15,850)	(11,164)
Net cash used in investing activities	(15,850)	$ (11,164)
Cash flows from financing activities:
Net proceeds from sale of preferred stock	2,679,809
Net cash provided by financing activities	2,679,809
Net increase (decrease) in cash and cash equivalents	1,374,075	$ (1,142,059)
Cash and cash equivalents at beginning of period	1,101,651	2,513,861
Cash and cash equivalents at end of period	$ 2,475,726	$ 1,371,802

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Note 4 - Basic and Diluted Loss Per Common Share

6 Months Ended

Jun. 30, 2015

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 approximately 79.0 million and 12.8 million shares at June 30, 2015 and 2014, respectively.

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Note 8 - Common Stock - Activity of Stock Option Plan (Details) - Jun. 30, 2015 - $ / shares	Total
Number of Shares (in shares)	1,183,100
Weighted Average Exercise Price (in dollars per share)	$ 3.50
Granted (in shares)	26,400
Weighted average exercise price, Granted (in dollars per share)	$ 0.15
Forfeited or expired (in shares)	(32,000)
Weighted average exercise price, Forfeited or expired (in dollars per share)	$ 0.94
Number of Shares (in shares)	1,177,500
Weighted Average Exercise Price (in dollars per share)	$ 3.49
Exercisable at June 30, 2015 (in shares)	756,094
Exercisable at June 30, 2015 (in dollars per share)	$ 5.25

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Note 8 - Common Stock (Tables)

6 Months Ended

Jun. 30, 2015

Notes Tables

Schedule of Share-based Compensation, Activity [Table Text Block]

	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2014		1,183,100		$	3.50
Granted		26,400			0.15
Exercised		--			--
Forfeited or expired		(32,000	)		0.94
Outstanding at June 30, 2015		1,177,500		$	3.49
Exercisable at June 30, 2015		756,094		$	5.25

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2014		5,108,826	$	0.66
Issued – Series D Warrants (1)		16,666,666		0.17
Issued – Series E Warrants (1)		16,666,666		0.14
Issued – Series F Warrants (1)		16,666,666		0.17
Issued – Placement Agent Warrants (1)		1,333,333		0.17
Outstanding at June 30, 2015		56,442,157	$	0.20
Exercisable at June 30, 2015		39,775,491	$	0.21

Schedule of Stock by Class [Table Text Block]

Series B Convertible Preferred Stock	285,714
Series C Convertible Preferred Stock	21,126,760
Common Stock Purchase Warrants	56,442,157
Equity Incentive Plans	1,197,529
Total	79,052,160