8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 13, 2018

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

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

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR 240.13(e)-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company.   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant” or the “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 13, 2018, the Company accepted the resignation and retirement of Robert T. McNally, PhD, as the Company’s President and Chief Executive Officer, effective August 31, 2018, and entered into an agreement with David A. Dodd, the Company’s current Chairman of the Board, confirming his appointment as President and Chief Executive Officer of the Company effective September 5, 2018. Dr. McNally will remain as a member of the Company’s Board of Directors. Mr. Dodd’s appointment and Dr. McNally’s retirement were announced on August 14, 2018 by issuance of a press release. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Dodd joined the GeoVax Board of Directors in March 2010 and was elected Chairman in January 2011. His executive management experience in the pharmaceutical and biotechnology industries spans more than 40 years. From September 2017 to June 2018, Mr. Dodd served as CEO, and as a member of the Board of Directors, of Medizone International, Inc., a medical device manufacturer. From April 2013 to July 2017, Mr. Dodd served as President and CEO, and as a member of the Board of Directors, of Aeterna Zentaris Inc., a drug development company. He was Chairman of the Board of Directors of Aeterna Zentaris, Inc. from May 2014 to May 2016, and continued to serve as a member of its Board of Directors until May 2018. From December 2007 to June 2009, Mr. Dodd was President, CEO and Chairman of BioReliance Corporation, a leading provider of biological safety and related testing services. From October 2006 to April 2009, he served as non-executive Chairman of Stem Cell Sciences Plc., where he oversaw the development and implementation of a strategic growth plan, implementation of an experienced executive team, and the sale of the company to Stem Cells, Inc. in April 2009. He is also the CEO of RiversEdge BioVentures, an investment and advisory firm focused on the life sciences and pharmaceuticals industries, which he founded in 2009.

Mr. Dodd and the Company have entered into a preliminary agreement. A copy of the preliminary agreement has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The parties anticipate entering into a more detailed agreement memorializing the business terms in the preliminary agreement.

The preliminary agreement between the Company and Mr. Dodd provides for the following:

Initial Base Salary: $250,000 per year;

Bonus: Annual performance-based bonus with a target of 65% of annual base salary;

Deferral of Cash Payments: Mr. Dodd has agreed to defer cash payments of his base salary and bonus on a basis to be determined.

Term: Mr. Dodd’s employment is at-will.

Equity Incentive: Upon commencement of employment, Mr. Dodd will receive an initial grant of options to purchase 3,000,000 share of the Company’s common stock under the terms of the Company’s 2016 Stock Incentive Plan, with an exercise price equal to the closing price of the Company’s common stock on September 5, 2018.

Benefits: Mr. Dodd will be eligible for the Company’s standard group benefit plans as generally made available to all employees.

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The Company has also agreed to employment termination provisions that will pay severance compensation to Mr. Dodd in the event his employment is terminated by the Company without cause or by Mr. Dodd with good reason (as will be defined in the final employment agreement). The preliminary agreement provides that the definitive agreement will provide protection if there is a change in control.

In his capacity as Chairman, Mr. Dodd was entitled to receive cash compensation. Beginning in March 2016, he agreed to defer a portion of this compensation. As of August 31, 2018, the Company will owe Mr. Dodd $100,275 in deferred compensation. The Company has not repaid any portion of this and owes no interest thereon.

Dr. McNally’s stock options will not terminate due to his retirement, but rather his service on the Board will be treated as continued employment.

Item 9.01         Financial Statements and Exhibits

Exhibit 10.1     Preliminary employment agreement with David Dodd

Exhibit 99.1     Press Release

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SIGNATURE

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

Dated: August 13, 2018

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

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EX-10.1

Exhibit 10.1

GEOVAX LABS, INC.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

August 13, 2018

Mr. David A. Dodd
4464 Spring Island
Spring Island, South Carolina 29909

Re: Confirmation of Terms of Employment

Dear David,

I am pleased to confirm your acceptance of our offer of employment with GeoVax Labs, Inc. (the “Company”) in the position of Chairman, President and Chief Executive Officer. As we agreed, your effective start date will be September 5, 2018 and the initial terms of the position are:

1. Position. During the term of your employment, you will continue to serve as a director of the Company and as Chairman of the Board of Directors. At each annual meeting of the Company’s shareholders during the term of your employment, the Board of Directors shall nominate you to serve as a member of the Board and shall designate that you will occupy the office of Chairman of the Board. You shall not receive any additional compensation for your services as a member of the Board. As the President and Chief Executive Officer of the Company, you will serve as the principal administrative and executive officer of the Company and you will have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors, which duties, authority and responsibility shall be customary for persons occupying such positions in companies of like size and type. All members of the Company’s executive management team shall report directly to you. You shall, if requested to do so, also serve as an officer or director of any affiliate of the Company for no additional compensation.

2. Compensation. Your base annual salary will be paid semi-monthly in the gross amount of $10,416.67, which is equivalent to an annual base salary of $250,000, and will be subject to all applicable deductions and withholdings as required by law and the policies of the Company. In addition to your annual base salary, you will be eligible to earn a performance-based bonus for each calendar year that is currently targeted at 65% of base annual salary. Payment of such a bonus will be contingent upon achievement of performance objectives established by the Board of Directors, after consultation with you, prior to the year in which the bonus is to be earned and approval by the Board of Directors prior to payout. Subject to meeting both contingencies, annual bonuses are typically paid by March 15 of the applicable year. You have agreed to defer receipt of cash payments of your salary and bonus for periods on and after September 5, 2018 on a basis to be determined, taking into consideration the requirements of the Internal Revenue Code of 1986, as amended, and the agreement of other executives to defer receipt of cash compensation payments.

3. Stock Options/Grants. Upon the date of the commencement of your employment, you will receive an initial grant of options to purchase 3,000,000 shares of the Company’s common stock under the terms of the Company’s 2016 Stock Incentive Plan, which options will have an exercise price equal to the closing price of a share of the Company’s common stock on September 5, 2018 and will vest immediately upon issuance. The options will expire if not exercised prior to the September 5, 2028. You will be eligible to receive additional grants of stock options, as and when approved by the Board of Directors.

4. Executive Employment Agreement. Upon the commencement of your employment, the Company will enter into with you an executive employment agreement in the form currently used for other executive officers of the Company, having terms consistent with this offer letter. The agreement will provide protection for you if there is a change in control of the Company. The agreement also will include to-be-negotiated restrictive covenants and a mandatory, binding arbitration provision.

5. Benefits. Subject to eligibility and participation requirements and rules, you may participate in the benefit plans and polices that are maintained by the Company, including, without limitation, the Company’s standard group medical, dental, vision, life insurance and long-term disability plans and the Company’s 401(k) Plan.

6. Vacation. You are entitled to four weeks of paid vacation leave for each full calendar year of employment in accordance with the Company’s vacation policy. You agree that exercise of the vacation benefit shall be pre-arranged and coordinated with the other executive officers of the Company so as to minimize disruption of the Company’s operations during customary vacation periods. All of the vacation benefit shall be taken during each calendar year and shall not be carried over in any amount into succeeding years. Unused vacation leave shall not be payable in cash.

7. Business Expenses. The Company shall reimburse you, upon presentation of valid receipts or vouchers, for reasonable entertainment, travel and other business expenses, incurred on behalf of or at the request of the Company and that are in accordance with the Company’s policies and rules, provided, however (a) the amount of such expenses eligible for reimbursement in any calendar year shall not affect the expenses eligible for reimbursement in another calendar year; (b) no right to such reimbursement may be exchanged or liquidated for another benefit or payment, and (c) any reimbursement of such expenses shall be made as soon as practicable under the circumstances, but in any event no later than the end of the calendar year following the calendar year in which the related expenses are incurred by you.

8. Employment Term. Your employment with the Company will be “at-will”, meaning that either you or the Company may terminate your employment relationship at any time, with or without notice and with or without cause. Your executive employment agreement will provide for compensation to you if you are terminated without cause or if you terminate your employment for good reason in an amount equal to three times your base salary and your target bonus. In addition, if you are terminated without cause or if you terminate your employment for good reason, all stock options issued to you will immediately vest. Your executive employment agreement will contain mutually acceptable definitions of “cause” and “good reason”. If the Company seeks to terminate you for cause, you will be given a 10-day period to cure the circumstance constituting cause. Your executive employment agreement will provide for payment compensation to your beneficiaries upon your death during the term of your employment, which provisions will be consistent with those granted to the other executive officers of the Company.

9. Definitive Agreements. Promptly following your acceptance of this letter, the Company will commence the preparation of a definitive executive employment agreement to memorialize the employment terms summarized above. It is our mutual intention to complete the agreement so that you may sign it on the first day of your employment with the Company. The agreement will be based on those agreements in force for other executives of the Company, with such modifications as are mutually acceptable.

Upon your acceptance of this letter, please return it to me.

Sincerely,

/s/ Randal Chase

Randal Chase

Compensation Committee Chairman

GeoVax Board of Directors

Accepted this 13th day of August, 2018

/s/ David A. Dodd

David A. Dodd

EX-99.1

Exhibit 99.1

GeoVax Announces Appointment of David Dodd as

Chairman, President and Chief Executive Officer

Current President & CEO Robert McNally to Retire Effective August 31

ATLANTA, GA, August 14, 2018 – GeoVax Labs, Inc. (OTCQB: GOVX), a biotechnology company developing human vaccines, announced today that David A. Dodd, has been appointed President and Chief Executive Officer, effective September 1, succeeding Robert McNally, PhD, who has announced his retirement. Dr. McNally will remain as a member of the Company’s Board of Directors.

“It has been a privilege to serve GeoVax, its shareholders and employees, but after 40 years in the life science industry with the last 10 years at GeoVax, I now look forward to a fulfilling retirement,” said Dr. McNally. “I remain committed to continuing to help advise and guide the company as a member of its Board of Directors and am very pleased that David Dodd has agreed to assume the role of President and CEO. David brings a wealth of experience from a successful career of leading and developing multiple companies in the life science industry. His familiarity with GeoVax vaccine targets and overall growth strategy are huge assets in moving the company forward. Also, as a long-term colleague and friend, I look forward to continuing to work with David.”

Mr. Dodd commented, “On behalf of the entire Board of Directors, GeoVax staff, and our fellow shareholders, I want to thank Bob for his service to the Company, and we anticipate his continued contributions as a member of the Board. Under Bob’s leadership, GeoVax has built an impressive pipeline of promising vaccines and immunotherapy programs to address unmet medical needs across a range of infectious diseases and cancer. I look forward to working with our excellent scientific team, our world-class collaborators and research partners to build upon the Company’s strong scientific foundation and focus on the successful development and commercialization of our novel pipeline.”

Mr. Dodd joined the GeoVax Board of Directors in March 2010 and was elected Chairman in January 2011. His executive management experience in the pharmaceutical and biotechnology industries spans more than 40 years. From September 2017 to June 2018, Mr. Dodd served as CEO, and as a member of the Board of Directors, of Medizone International, Inc., a medical device manufacturer. From April 2013 to July 2017, Mr. Dodd served as President and CEO, and as a member of the Board of Directors, of Aeterna Zentaris Inc., a drug development company. He was Chairman of the Board of Directors of Aeterna Zentaris, Inc. from May 2014 to May 2016, and continued to serve as a member of its Board of Directors until May 2018. From December 2007 to June 2009, Mr. Dodd was President, CEO and Chairman of BioReliance Corporation, a leading provider of biological safety and related testing services. From October 2006 to April 2009, he served as non-executive Chairman of Stem Cell Sciences Plc., where he oversaw the development and implementation of a strategic growth plan, implementation of an experienced executive team, and the sale of the company to Stem Cells, Inc. in April 2009. He is also the CEO of RiversEdge BioVentures, an investment and advisory firm focused on the life sciences and pharmaceuticals industries, which he founded in 2009.

During Mr. Dodd's six-year tenure as President, CEO and Director of Serologicals Corporation, the market value of that company increased from $85 million in June 2000 to an all-cash sale to Millipore Corporation in July 2006 for $1.5 billion. That successful transformation followed his five-year term as President and CEO of Solvay Pharmaceuticals, Inc. and as Chairman of its subsidiary Unimed Pharmaceuticals, Inc. Prior to that, Mr. Dodd held various senior management positions at Wyeth-Ayerst Laboratories, the Mead Johnson Laboratories Division at Bristol-Myers Squibb, and Abbott Laboratories.

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He is a frequently invited speaker and panelist at business and economic development conferences, as well as various conferences focused on the life sciences and pharmaceutical industry. He is a recipient of the Oglethorpe Award for UK-US Business Relationships, the Georgia BIO Industry Growth Award, and the FastTech 50 Growth Company Award (2000-2006) while leading Serologicals Corporation.

Mr. Dodd holds Bachelor of Science and Master of Science degrees from Georgia State University and completed the Harvard Business School of Advanced Management Program. His numerous public service activities include the American Foundation for Suicide Prevention, and the Board of Directors of the Institute of Bioengineering and Bioscience at Georgia Institute of Technology.

About GeoVax

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

Forward-Looking Statements

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax can develop and manufacture its vaccines with the desired characteristics in a timely manner, GeoVax's vaccines will be safe for human use, GeoVax's vaccines will effectively prevent targeted infections in humans, GeoVax’s vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine development, there is development of competitive products that may be more effective or easier to use than GeoVax's products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors over which GeoVax has no control. GeoVax assumes no obligation to update these forward-looking statements. More information about these factors is contained in GeoVax's filings with the Securities and Exchange Commission including those under "Risk Factors" in its Form 10-K.

Contact:

Mark Reynolds

GeoVax Labs, Inc.

investor@geovax.com

678-384-7220