govx20190331

0001437749-19-009674.txt : 20190513 0001437749-19-009674.hdr.sgml : 20190513 20190513163702 ACCESSION NUMBER: 0001437749-19-009674 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 46 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190513 DATE AS OF CHANGE: 20190513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GeoVax Labs, Inc. CENTRAL INDEX KEY: 0000832489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 870455038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52091 FILM NUMBER: 19818871 BUSINESS ADDRESS: STREET 1: 1900 LAKE PARK DRIVE STREET 2: SUITE 380 CITY: SMYRNA STATE: 2Q ZIP: 30080 BUSINESS PHONE: 678-384-7220 MAIL ADDRESS: STREET 1: 1900 LAKE PARK DRIVE STREET 2: SUITE 380 CITY: SMYRNA STATE: 2Q ZIP: 30080 FORMER COMPANY: FORMER CONFORMED NAME: Geovax Labs, Inc. DATE OF NAME CHANGE: 20061002 FORMER COMPANY: FORMER CONFORMED NAME: DAUPHIN TECHNOLOGY INC DATE OF NAME CHANGE: 19940826 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSO INC DATE OF NAME CHANGE: 19910410 10-Q 1 govx20190331_10q.htm FORM 10-Q govx20190331_10q.htm

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 March 31, 2019

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

For the transition period from to

Commission file number 000-52091

GEOVAX LABS, INC.

(Exact name of Registrant as specified in its charter)

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

1900 Lake Park Drive
Suite 380
Smyrna, Georgia		30080
(Address of principal executive offices)		(Zip Code)

(678) 384-7220

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	GOVX	OTCQB

As of May 13, 2019, 610,089 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 March 31, 2019 (unaudited) and December 31, 2018	1
	Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2019 and 2018 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the three-month periods ended March 31, 2019 and 2018 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2019 and 2018 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 4	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 1	Legal Proceedings	16

Item 1A	Risk Factors	16

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3	Defaults Upon Senior Securities	16

Item 4	Mine Safety Disclosures	16

Item 5	Other Information	16

Item 6	Exhibits	16

SIGNATURES		17

EXHIBIT INDEX		18

Part I -- FINANCIAL INFORMATION

Item 1

Financial Statements

GEOVAX LABS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	175,985		$	259,701
Grant funds and other receivables		160,277			121,814
Prepaid expenses and other current assets		111,647			238,189
Total current assets		447,909			619,704
Property and equipment, net (Note 5)		13,725			11,350
Deposits		11,010			11,010

Total assets	$	472,644		$	642,064

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	253,166		$	125,859
Accrued expenses (Note 6)		1,378,710			1,238,552
Current portion of notes payable (Note 7)		12,500			260,420
Total current liabilities		1,644,376			1,624,831
Note payable, net of current portion (Note 7)		35,417			39,580
Total liabilities		1,679,793			1,664,411

Commitments (Note 8)

Stockholders’ equity (deficiency):
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 March 31, 2019 and December 31, 2018		76,095			76,095
Series C convertible preferred stock, $1,000 stated value; -0- and 2,150 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		-			705,238
Series E convertible preferred stock, $1,000 stated value; -0- and 1,200 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		-			1,190,000
Series F convertible preferred stock, $1,000 stated value; 2,583 and -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		1,591,763			-
Series G convertible preferred stock, $1,000 stated value; 500 and -0- shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		404,250			-
Common stock, $.001 par value:
Authorized shares – 600,000,000
Issued and outstanding shares – 556,489 and 437,807 at March 31, 2019 and December 31, 2018, respectively		556			438
Additional paid-in capital		37,898,525			37,482,766
Accumulated deficit		(41,178,338	)		(40,476,884	)
Total stockholders’ equity (deficiency)		(1,207,149	)		(1,022,347	)

Total liabilities and stockholders’ equity (deficiency)	$	472,644		$	642,064

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Grant and collaboration revenues	$	364,232		$	221,299

Operating expenses:
Research and development		555,718			486,994
General and administrative		510,064			357,228
Total operating expenses		1,065,782			844,222

Loss from operations		(701,550	)		(622,923	)

Other income (expense):
Interest income		1,224			1,318
Interest expense		(1,128	)		(208	)
Total other income (expense)		96			1,110

Net loss	$	(701,454	)	$	(621,813	)

Basic and diluted:
Net loss per common share	$	(1.43	)	$	(2.50	)
Weighted average shares outstanding		491,707			248,340

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

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

(Unaudited)

	Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series D Convertible Preferred Stock						Series E Convertible Preferred Stock
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount
Balance at December 31, 2017		100	$	76,095		2,570	$	842,990		1,000		$	980,000			-	$	-
Sale of convertible preferred stock for cash		-		-		-		-		-			-			600		590,000
Conversion of preferred stock to common stock		-		-		-		-		(450	)		(441,000	)		-		-
Balance at March 31, 2018		100	$	76,095		2,570	$	842,990		550		$	539,000			600	$	590,000

										Total
	Common Stock				Additional Paid-in		Accumulated			Stockholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficiency)
Balance at December 31, 2017		213,474	$	213	$	35,696,435	$	(37,916,790	)	$	(321,057	)
Sale of convertible preferred stock for cash		-		-		-		-			590,000
Issuance of common stock for services		10,000		10		199,990		-			200,000
Conversion of preferred stock to common stock		60,000		60		440,940		-			-
Stock-based compensation expense		-		-		23,978		-			23,978
Net loss for the three months ended March 31, 2018		-		-		-		(621,813	)		(621,813	)
Balance at March 31, 2018		283,474	$	283	$	36,361,343	$	(36,538,603	)	$	(128,892	)

	Series B Convertible Preferred Stock				Series C Convertible Preferred Stock						Series E Convertible Preferred Stock						Series F Convertible Preferred Stock
	Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount
Balance at December 31, 2018		100	$	76,095		2,150		$	705,238			1,200		$	1,190,000			-		$	-
Conversion of preferred stock to common stock		-		-		(587	)		(192,557	)		-			-			(180	)		(110,918	)
Exchange of preferred stock		-		-		(1,563	)		(512,681	)		(1,200	)		(1,190,000	)		2,763			1,702,681
Balance at March 31, 2019		100	$	76,095		-		$	-			-		$	-			2,583		$	1,591,763

	Series G Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficiency)
Balance at December 31, 2018		-	$	-		437,807	$	438	$	37,482,766	$	(40,476,884	)	$	(1,022,347	)
Sale of convertible preferred stock for cash and cancellation of note payable		500		404,250		-		-		85,750		-			490,000
Conversion of preferred stock to common stock		-		-		118,280		118		303,357		-			-
Fractional shares issuable upon reverse stock split		-		-		402		-		-		-			-
Stock-based compensation expense		-		-		-		-		26,652		-			26,652
Net loss for the three months ended March 31, 2019		-		-		-		-		-		(701,454	)		(701,454	)
Balance at March 31, 2019		500	$	404,250		556,489	$	556	$	37,898,525	$	(41,178,338	)	$	(1,207,149	)

See accompanying notes to consolidated

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(701,454	)	$	(621,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,897			4,980
Stock-based compensation expense		153,224			52,549
Changes in assets and liabilities:
Grant funds and other receivables		(38,463	)		54,758
Prepaid expenses and other current assets		(30	)		20,848
Accounts payable and accrued expenses		267,465			107,105
Total adjustments		384,093			240,240
Net cash used in operating activities		(317,361	)		(381,573	)

Cash flows from investing activities:
Purchase of property and equipment		(4,272	)		-
Net cash used in investing activities		(4,272	)		-

Cash flows from financing activities:
Net proceeds from sale of preferred stock		240,000			590,000
Proceeds from issuance of note payable		-			50,000
Principal repayment of note payable		(2,083	)		-
Net cash provided by financing activities		237,917			640,000

Net increase (decrease) in cash and cash equivalents		(83,716	)		258,427
Cash and cash equivalents at beginning of period		259,701			312,727

Cash and cash equivalents at end of period	$	175,985		$	571,154

Supplemental disclosure of non-cash financing activities:

During the three months ended March 31, 2019, 1,563 shares of Series C Convertible Preferred Stock and 1,200 shares of Series E Convertible Preferred Stock were exchanged for 2,763 shares of Series F Convertible Preferred Stock, 250 shares of Series G Convertible Preferred Stock were issued in exchange for cancellation of $250,000 of term notes payable, 587 shares of Series C Convertible Preferred Stock were converted into 78,280 shares of common stock, and 180 shares of Series F Convertible Preferred Stock were converted into 40,000 shares of common stock. During the three months ended March 31, 2018, 450 shares of Series D Convertible Preferred Stock were converted into 60,000 shares of common stock.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(unaudited)

1. Description of Business

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using a novel patented Modified Vaccinia Ankara Virus-Like Particle (MVA-VLP) vaccine platform. In this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into highly effective VLP immunogens in the person being vaccinated. The MVA-VLP virus replicates to high titers in approved avian cells for manufacturing but cannot productively replicate in mammalian cells. Therefore, the GeoVax MVA-VLP derived vaccines elicit durable immune responses in the host similar to a live attenuated virus, while providing the safety characteristics of a replication-defective vector.

Our current development programs are focused on preventive vaccines against Human Immunodeficiency Virus (HIV), Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa), and malaria, as well as therapeutic vaccines for chronic Hepatitis B infections and cancers. We believe our technology and vaccine development expertise are well-suited for a variety of human infectious diseases and we intend to pursue further expansion of our product pipeline.

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

Certain of our vaccine development activities have been, and continue to be, financially supported by the U.S. government. This support has been both in the form of research grants and contracts awarded directly to us, as well as indirect support for the conduct of preclinical animal studies and human clinical trials.

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

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

2. Basis of Presentation

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

As described in Note 12, effective April 30, 2019, we enacted a one-for-five hundred reverse stock split of our common stock. The accompanying financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date 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 these activities.

We believe that our existing cash resources, government funding commitments, and equity funding commitments discussed in Note 9 will be sufficient to continue our planned operations into the third quarter of 2019. 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 additional government grants and corporate collaborations. We also intend to secure additional funds through sales of our equity securities or by other means. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern. Additional funding may not be available on favorable terms or at all. If we fail to obtain additional capital when needed, we will be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

3. Significant Accounting Policies and Recent Accounting Pronouncements

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

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

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

4. Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents consist of convertible preferred stock, stock options and stock purchase warrants. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled approximately 589,000 and 446,000 shares at March 31, 2019 and 2018, respectively.

5. Property and Equipment

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

	March 31, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(665,143	)		(663,246	)
Property and equipment, net	$	13,725		$	11,350

6. Accrued Expenses

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

	March 31, 2019		December 31, 2018
Accrued management salaries	$	1,026,467	$	924,509
Accrued directors’ fees		333,870		295,670
Other accrued expenses		18,373		18,373
Total accrued expenses	$	1,378,710	$	1,238,552

7. Notes Payable

On February 28, 2018, we entered into a Senior Note Purchase Agreement with Georgia Research Alliance, Inc. (GRA) pursuant to which we issued a five-year Senior Promissory Note (the “GRA Note”) to GRA in exchange for $50,000. The GRA Note bears an annual interest rate of 5%, payable monthly, with principal repayments beginning in the second year. Principal repayments are expected to be $8,333 for the remainder of 2019, $12,500 in 2020, 2021 and 2022, and $2,083 in 2023. In connection with the GRA Note, we also issued to GRA a five-year warrant to purchase 358 shares of our common stock. Interest expense related to the GRA Note for the three-month periods ended March 31, 2019 and 2018 was $621 and $208, respectively.

On December 27, 2018, we issued short-term non-interest-bearing Term Promissory Notes (the “Term Notes”) to two current investors in exchange for an aggregate of $250,000. In connection with the Term Notes, we also issued to the investors three-year warrants to purchase an aggregate of 20,000 shares of our common stock. In February 2019, the Term Notes were cancelled in exchange for shares of our convertible preferred stock (see Note 9).

8. Commitments

Lease Agreement

We lease approximately 8,400 square feet of office and laboratory space pursuant to an operating lease which expires on December 31, 2019, with annual extension options through December 31, 2022. Rent expense for the for the three-month periods ended March 31, 2019 and 2018 was $40,316 and $39,136, respectively. Future minimum lease payments total $120,949 for the remainder of 2019. Our current intention is to exercise our option to extend the lease at least for the subsequent one-year renewal period, subject to our landlord’s right to cancel the extension period 90 days prior to its commencement.

Other Commitments

In the normal course of business, we enter into various firm purchase commitments related to production and testing of our vaccine, conduct of research studies, and other activities. As of March 31, 2019, there are approximately $487,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2019. We expect this entire amount to be reimbursable to us pursuant to existing government grants.

9. Stockholders’ Equity

Series B Preferred Stock

As of March 31, 2019, there are 100 shares of our Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding. The Series B Preferred Stock may be converted at any time at the option of the holder into shares of our common stock at a conversion price of $175 per share. During the three months ended March 31, 2019, there were no conversions or other transactions involving our Series B Preferred Stock.

Series F Preferred Stock

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

During January and February 2019 (prior to the exchange discussed above), the holders converted 587 shares of Series C Preferred Stock into 78,280 shares of our common stock. During March 2019 (subsequent to the exchange), the holders converted 180 shares of Series F Preferred Stock into 40,000 shares of our common stock. As of March 31, 2019, there are no shares of our Series C or Series E Preferred Stock outstanding, and 2,583 shares of our Series F Preferred Stock outstanding.

Series G Preferred Stock

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

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

Within 50 to 60 days after the first closing, we may exercise the right to sell the Purchasers an aggregate of up to $250,000 of Series G Preferred Stock and related warrants at the second closing. Within 110 to120 days after the first closing, we may exercise the right to sell the Purchasers an aggregate of up to $250,000 of Series G Preferred Stock and related warrants at the third closing. At the second and third closings, assuming the sale of all of the Series G Preferred Stock that may be sold at those times, the Purchasers will receive aggregate additional Series I Warrants to purchase up to 66,668 shares of our common stock.

During the three months ended March 31, 2019, there were no conversions or other transactions involving our Series G Preferred Stock.

Common Stock Transactions

As discussed above, during the three months ended March 31, 2019, we issued 118,280 shares of our common stock pursuant to conversions our Series C and Series F Preferred Stock.

Stock Options

During the three months ended March 31, 2019, there were no transactions involving our stock option plans. As of March 31, 2019, there are 29,441 stock options outstanding ($53.19/share weighted-average exercise price), 13,585 of which are exercisable ($93.92/share weighted-average exercise price).

Stock Purchase Warrants

During the three months ended March 31, 2019, we issued 33,334 stock purchase warrants in connection with the sale of our Series G Preferred Stock as discussed above. As of March 31, 2019, there are 148,032 stock purchase warrants outstanding ($11.54/share weighted-average exercise price), 94,698 of which are exercisable ($12.75/share weighted-average exercise price).

Stock-Based Compensation Expense

Stock-based compensation expense related to our stock option plans was $26,652 and $23,978 during the three-month periods ended March 31, 2019 and 2018, respectively. Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of March 31, 2019, there was $183,731 of unrecognized compensation expense related to stock options, which we expect to recognize over a weighted average period of 2.0 years.

Additionally, during the three-month periods ended March 31, 2019 and 2018 we recorded stock-based compensation expense of $126,572 and $28,571, respectively, associated with common stock issued for financial advisory services. As of March 31, 2019, there was $72,509 of unrecognized stock-based compensation expense associated with these arrangements, which we expect to recognize during the second quarter of 2019.

10. Income Taxes

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

11. Grants and Collaboration Revenue

We receive payments from government entities under our grants from the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of our vaccine research and development efforts. We record revenue associated with government grants as the reimbursable costs are incurred. During the three-month periods ended March 31, 2019 and 2018, we recorded $354,319 and $216,299, respectively, of revenues associated with these grants. As of March 31, 2019, there is an aggregate of $2,525,419 in approved grant funds available for use during 2019 and 2020.

During the three-month periods ended March 31, 2019 and 2018, we recorded $9,913 and $5,000, respectively, of revenues associated with research collaboration agreements with several third parties.

12. Subsequent Events

Preferred Stock Transactions

On April 26, 2019, we received $250,000 from the sale of 250 shares of our Series G Preferred Stock (see Note 9) and we issued additional Series I Warrants to purchase 33,334 shares of our common stock. During May 2019, holders of our preferred stock converted 94 shares of our Series F Preferred Stock into 53,600 shares of our common stock.

Reverse Stock Split

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

Item 2

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

FORWARD LOOKING STATEMENTS

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

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

●	whether we are successful in developing our products;

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

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

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

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

Overview

GeoVax is a clinical-stage biotechnology company developing human vaccines against infectious diseases and cancer using a novel patented Modified Vaccinia Ankara-Virus Like Particle (MVA-VLP) vaccine platform. In this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into VLP immunogens in the person being vaccinated. The GeoVax MVA-VLP derived vaccines elicit durable immune responses in the host similar to a live-attenuated virus, while providing the safety characteristics of a replication-defective vector.

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

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

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

Critical Accounting Policies and Estimates

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

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

Recent Accounting Pronouncements

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

Liquidity and Capital Resources

Our principal uses of cash are to finance our research and development activities. Since inception, we have funded these activities primarily from government grants and clinical trial assistance, and from sales of our equity securities. At March 31, 2019, we had cash and cash equivalents of $175,985 and total assets of $472,644, as compared to $259,701 and $642,064, respectively, at December 31, 2018. At March 31, 2019, we had a working capital deficit of $1,196,467, compared to $1,005,127 at December 31, 2018. Our current liabilities at March 31, 2019 and December 31, 2018 include $1,360,337 and $1,220,179, respectively of accrued management salaries and director fees, payment of which is still being deferred as discussed further below.

Net cash used in operating activities was $317,361 and $381,573 for the three-month periods ended March 31, 2019 and 2018, respectively. Generally, the variances between periods are due to fluctuations in our net losses, offset by non-cash charges such as depreciation and stock-based and deferred compensation expense, and by net changes in our assets and liabilities. Our net losses generally fluctuate based on expenditures for our research activities, partially offset by government grant revenues. As of March 31, 2019, there is $2,525,419 in approved grant funds available for use during 2019 and 2020. Of this amount, we expect that approximately $1,247,273 will be used by us to reimburse third parties who will provide services covered by these grants. See “Results of Operations – Grant and Collaboration Revenues” below for additional details concerning our government grants.

Members of our executive management team and our board of directors have deferred receipt of portions of their salaries and fees in order to help conserve the Company’s cash resources. As of March 31, 2019, the accumulated deferrals totaled $1,360,337. We expect the ongoing deferrals of approximately $34,000 per month for the management salaries and approximately $38,000 per quarter for the board of director fees to continue until such time as a significant financing event (as determined by the board of directors) is consummated. The method selected for addressing these accumulated deferrals could have an adverse effect on our liquidity.

The National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH), has funded the costs of conducting all of our human clinical trials (Phase 1 and Phase 2a) to date for our preventive HIV vaccines, with GeoVax incurring certain costs associated with manufacturing the clinical vaccine supplies and other study support. NIAID will also fund the cost of a planned Phase 1 trial (HVTN 132) to further evaluate the safety and immunogenicity of adding “protein boost” components to our vaccine, GOVX-B11. We expect HVTN 132 to commence patient enrollment in mid-2019. Additionally, we are party to a collaboration with American Gene Technologies International, Inc. (AGT) whereby AGT intends to conduct a Phase 1 human clinical trial with our combined technologies, with the ultimate goal of developing a functional cure for HIV infection; we expect that AGT will begin the phase 1 trial during the second half of 2019. We are also currently in discussions with two other consortiums for the use of our vaccine in similar efforts toward developing a cure for HIV infection; we expect one or both of these studies to begin in late 2019 or early 2020.

Net cash used in investing activities was $4,272 and $-0- for the three-month periods ended March 31, 2019 and 2018, respectively. Our investing activities have consisted predominantly of capital expenditures.

Net cash provided by financing activities was $237,917 and $640,000 for the three-month periods ended March 31, 2019 and 2018, respectively. Net cash provided by financing activities during the 2018 period relates to the sale by us of shares of our Series E convertible preferred stock ($590,000) and our issuance of a five-year Senior Promissory Note (the “GRA Note”) to the Georgia Research Alliance, Inc. for $50,000. The GRA Note bears an annual interest rate of 5%, payable monthly, with principal repayments beginning in the second year. Net cash provided by financing activities during the 2019 period relates to the sale by us of shares of our Series G convertible preferred stock for net proceeds of $240,000 (see discussion below) and $2,083 in repayments toward the GRA Note.

On February 25, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to 1,000 shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to $1.0 million, to be funded at up to three different closings. At the first closing, which occurred on February 26, 2019, we issued 500 shares of Series G Preferred Stock in exchange for the payment by the Purchasers of $250,000 in the aggregate ($240,000 after deducting certain expenses of the Purchasers), plus the cancellation of Term Notes held by the Purchasers in the amount of $250,000. At the first closing we also issued the Purchasers Series I Warrants to purchase an aggregate of 33,334 shares of our common stock. At the second closing, which occurred on April 26, 2019, we issued an additional 250 shares of Series G Preferred Stock in exchange for the payment by the Purchasers of $250,000 in the aggregate. At the second closing we also issued the Purchasers additional Series I Warrants to purchase an aggregate of 33,334 shares of our common stock. Within 110 to120 days after the first closing, we may exercise the right to sell the Purchasers an aggregate of up to $250,000 of Series G Preferred Stock and related warrants at the third closing. At the third closing, assuming the sale of all of the Series G Preferred Stock that may be sold at that time, the Purchasers will receive aggregate additional Series I Warrants to purchase up to 33,334 shares of our common stock.

As of March 31, 2019, we had an accumulated deficit of approximately $41.2 million, and we expect the amount of the accumulated deficit will continue to increase, as it will be expensive to continue our research and development efforts. We have received a “going concern” opinion from our independent registered public accountants reflecting substantial doubt about our ability to continue as a going concern. We believe that our existing cash resources, combined with funding from existing government grants and clinical trial support, and committed sources of equity capital will be sufficient to fund our planned operations into the third quarter of 2019. We will require additional funds to continue our planned operations beyond that date. We are currently seeking sources of capital through additional government grant programs and clinical trial support, and we plan to conduct additional offerings of our equity securities. Additional funding may not be available on favorable terms or at all and if we fail to obtain additional capital when needed, we may be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

On April 15, 2019, our stockholders approved, and on April 30, 2019 we implemented, a one-for-five hundred reverse split of our common stock, which is intended to not only improve the marketability of our stock, but also to provide additional shares of authorized common stock available to meet our equity financing needs. The reverse stock split is also intended to help us meet the minimum price requirements for listing our common stock on the Nasdaq Capital Market, should that be a condition to completing any of the financing options we may contemplate. The reverse stock split ratio was chosen in part to support a higher stock price per share than the lower ratios in the range approved by our stockholders. There can be no assurance the necessary minimum price requirements will be met.

Off-Balance Sheet Arrangements

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

Contractual Obligations

The table below summarizes our contractual obligations as of March 31, 2019, aggregated by type (in thousands). Our contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent liabilities for which we cannot reasonably predict future payment. Additionally, the expected timing of payment of the obligations presented below is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to agreed-upon terms or amounts for some obligations.

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		More than 5 years
Operating Lease Obligations ⁽¹⁾	$	121	$	121	$	--	$	--	$	--
Purchase Obligations ⁽²⁾		487		487		--		--		--
Total	$	608	$	608	$	--	$	--	$	--

(1)

Our operating lease obligations relate to the facility lease for our 8,430 square foot facility in Smyrna, Georgia, which houses our laboratory operations and our administrative offices. The current term of our lease expires on December 31, 2019. We have annual extension options through December 31, 2022 which have not yet been exercised by us and may be cancellable by our landlord.

(2)

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

As of March 31, 2019, except as disclosed in the table above, we had no other material firm purchase obligations or commitments for capital expenditures and no committed lines of credit or other committed funding or long-term debt, with the exception of the note payable to GRA ($47,917 remaining principal balance at March 31, 2019). We have employment agreements with our executive officers, each of which may be terminated with no more than 90 days’ advance written notice. Pursuant to existing technology license agreements, we may be required to make potential future milestone and royalty payments which are contingent upon the occurrence of future events. Such events include development milestones, regulatory approvals and product sales. Because the achievement of these milestones is currently neither probable nor reasonably estimable, the contingent payments have not been included in the table above or recorded in our financial statements.

Results of Operations

Net Loss

We recorded a net loss of $701,454 for the three-month period ended March 31, 2019, as compared to $621,813 for the three-month period ended March 31, 2018. Our net losses 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 below.

Grant and Collaboration Revenues

During the three-month period ended March 31, 2019, we recorded grant and collaboration revenues of $364,232, as compared to $221,299 during the comparable period of 2018.

Grant Revenues – Our grant revenues relate to grants and contracts from agencies of the U.S. government in support of our vaccine development activities. We record revenue associated with these grants as the related costs and expenses are incurred. The difference in our grant revenues from period to period is dependent upon our expenditures for activities supported by the grants and fluctuates based on the timing of the expenditures. Additional detail concerning our grant revenues and the remaining funds available for use as of March 31, 2019 is presented in the table below.

	Grant Revenues Recorded During Three-Month Periods Ended March 31,				Approved Funds Available at
Grant/Contract No.	2019		2018		March 31, 2019
Lassa Fever – U.S. Army Grant	$	142,685	$	-	$	2,427,550
Lassa Fever – NIH SBIR Grant		63,667		-		83,375
HIV – NIH SBIR Grant		-		187,511		-
Zika – NIH SBIR Grant		147,967		28,788		14,494
Total	$	354,319	$	216,299	$	2,525,419

Collaboration Revenues – In addition to the grant revenues above, during the three-months ended March 31, 2019 and 2018, we recorded $9,913 and $5,000 of revenue associated with several research collaborations with third parties. These amounts primarily represent amounts paid to us by the other parties for materials and other costs associated with joint studies.

Research and Development Expenses

Our research and development expenses were $555,718 and $486,994 for the three-month periods ended March 31, 2019 and 2018, respectively. Research and development expense for these periods includes stock-based compensation expense of $11,319 and $10,951, 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 government grants, the timing of costs associated with any clinical trials being funding directly by us, and other factors. Research and development expenses increased by $68,724, or 14%, from the 2018 period to 2019 primarily due to the timing of expenditures related to our government grants. Our research and development costs do not include costs incurred by the HIV Vaccine Trials Network (HVTN) in conducting clinical trials of our preventive HIV vaccines; those costs are funded directly to the HVTN by NIAID.

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

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

General and Administrative Expenses

Our general and administrative expenses were $510,064 and $357,228 for the three-month periods ended March 31, 2019 and 2018, respectively. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, and other general corporate expenses. General and administrative expense includes stock-based compensation expense of $141,905 and $41,598 for the 2019 and 2018 periods, respectively (see discussion under “Stock-Based Compensation Expense” below). Excluding stock-based compensation expense, general and administrative expenses were $368,159 and $315,630 for the three-month periods ended March 31, 2019 and 2018, respectively. The overall increase in general and administrative expense from 2018 to 2019 is attributable to costs associated with investment banking arrangements, investor relations activities, and travel. 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

For the three-month periods ended March 31, 2019 and 2018, the components of stock-based compensation expense were as follows:

	Three Months Ended March 31,
	2019		2018
Stock option expense	$	26,652	$	23,978
Stock issued for services		126,572		28,571
Total stock-based compensation expense	$	153,224	$	52,549

In general, stock-based compensation expense is allocated to research and development expense or general and administrative expense according to the classification of cash compensation paid to the employee, consultant or director to whom the stock compensation was granted. For the three-month periods ended March 31, 2019 and 2018, stock-based compensation expense was allocated as follows:

	Three Months Ended March 31,
	2019		2018
General and administrative expense	$	141,905	$	41,598
Research and development expense		11,319		10,951
Total stock-based compensation expense	$	153,224	$	52,549

Other Income (Expense)

Interest income for the three-month periods ended March 31, 2019 and 2018 was $1,224 and $1,318, respectively. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations. Interest expense for the three-month periods ended March 31, 2019 and 2018 was $1,128 and $208, respectively, related to the GRA Note and financing costs associated with insurance premiums.

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4

Controls and Procedures

Evaluation of disclosure controls and procedures

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

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

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 March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

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

PART II -- OTHER INFORMATION

Item 1

Legal Proceedings

None.

Item 1A

Risk Factors

For information regarding factors that could affect 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.

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: May 13, 2019	By: /s/ Mark W. Reynolds
	Mark W. Reynolds Chief Financial Officer (duly authorized officer and principal financial officer)

EXHIBIT INDEX

Exhibit

Number

Description

3.1.7

Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 30, 2019 (1)

4.7.1	Form of Stock Certificate to be issued after April 30, 2019 to represent the Company’s Common Stock, par value $0.001 (1)
4.1.1	Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (2)
4.1.2	Form of Stock Certificate for the Series F Convertible Preferred Stock (2)
4.2.1	Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (3)
4.2.2	Form of Stock Certificate for the Series G Convertible Preferred Stock (3)
10.1	Form of Exchange Agreement, dated February 18, 2019 (2)
10.2	Form of Securities Purchase Agreement dated February 25, 2019 (3)
10.3	Form of Series I Common Stock Purchase Warrant (3)
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 quarterly period ended March 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three-month periods ended March 31, 2019 and 2018, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the three-month periods ended March 31, 2019 and 2018, 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 April 30, 2019.

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

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

EX-31.1 2 ex_144083.htm EXHIBIT 31.1 ex_144083.htm

Exhibit 31.1

CERTIFICATION

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

OF THE

SECURITIES EXCHANGE ACT OF 1934

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

(1)

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

(2)

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

(3)

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

(4)

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

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;

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;

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

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: May 13, 2019

/s/ David A. Dodd

David A. Dodd

President & Chief Executive Officer

EX-31.2 3 ex_144084.htm EXHIBIT 31.2 ex_144084.htm

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)

(3)

(4)

(5)

	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: May 13, 2019

/s/ Mark W. Reynolds

Mark W. Reynolds

Chief Financial Officer

EX-32.1 4 ex_144085.htm EXHIBIT 32.1 ex_144085.htm

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 March 31, 2019, I, David A. Dodd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

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

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

Dated: May 13, 2019

/s/ David A. Dodd

David A. Dodd

President & Chief Executive Officer

EX-32.2 5 ex_144086.htm EXHIBIT 32.2 ex_144086.htm

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 March 31, 2019, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

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

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

Dated: May 13, 2019

/s/ Mark W. Reynolds

Mark W. Reynolds

Chief Financial Officer

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0pt" cellspacing="0pt" style="margin: 0pt auto 0pt 20pt; font-size: 10pt; font-family: "Times New Roman", Times, serif; text-indent: 0px; min-; min-width: 700px;"> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">March 31,</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">2019</div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">December 31,</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">2018</div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; width: 68%;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Laboratory equipment</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;">$</td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">534,578</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;">$</td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">530,306</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Leasehold improvements</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">115,605</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">115,605</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Other furniture, fixtures & equipment</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">28,685</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">28,685</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Total property and equipment</div> </td> <td style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 13%; border-bottom: 1px none rgb(0, 0, 0); text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">678,868</div></td> <td nowrap="nowrap" style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> <td style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 13%; border-bottom: 1px none rgb(0, 0, 0); text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">674,596</div></td> <td nowrap="nowrap" style="width: 1%; border-bottom: 1px none rgb(0, 0, 0); font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Accumulated depreciation and amortization</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(665,143</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);">)</td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(663,246</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; padding-bottom: 1px;">)</td> </tr> <tr style="vertical-align: bottom; font-family: "Times New Roman", Times, serif; font-size: 10pt; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-bottom: 0pt; margin-top: 0pt;">Property and equipment, net</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 3px;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13,725</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 3px double rgb(0, 0, 0);"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 13%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">11,350</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; padding-bottom: 3px;"> </td> </tr> </table></div>

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.</div>     Stockholders’ Equity</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Series B Preferred Stock</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">100</div> shares of our Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding. The Series B Preferred Stock <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be converted at any time at the option of the holder into shares of our common stock at a conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$175</div> per share. During the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019,</div> there were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> conversions or other transactions involving our Series B Preferred Stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Series F Preferred Stock</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;"> </div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 18, 2019, </div>we entered into Exchange Agreements (the “Exchange Agreements”) with holders of our Series C and Series E Convertible Preferred Stock, pursuant to which the holders exchanged all shares of Series C and Series E Preferred Stock held by them for an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,763</div> shares of Series F Convertible Preferred Stock (“Series F Preferred Stock”). Each share of Series F Preferred Stock is entitled to a liquidation preference equal to its <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> stated value, has <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> voting rights, and is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> entitled to a dividend. The Series F Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.50</div> per share and (ii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90%</div> of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series F Preferred Stock contains price adjustment provisions, which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may, </div>under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series F Preferred Stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"></div> <div style=" font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin: 0pt; text-align: left"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">During <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2019 (</div>prior to the exchange discussed above), the holders converted <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">587</div> shares of Series C Preferred Stock into <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">78,280</div> shares of our common stock. During <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2019 (</div>subsequent to the exchange), the holders converted <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">180</div> shares of Series F Preferred Stock into <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">40,000</div> shares of our common stock. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> shares of our Series C or Series E Preferred Stock outstanding, and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,583</div> shares of our Series F Preferred Stock outstanding.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Series G Preferred Stock</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 25, 2019, </div>we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,000</div> shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.0</div> million, to be funded at up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> different closings. Each share of Series G Preferred Stock is entitled to a liquidation preference equal to its <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> stated value, has <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> voting rights, and is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> entitled to a dividend. The Series G Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.50</div> per share and (ii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90%</div> of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series G Preferred Stock contains price adjustment provisions, which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may, </div>under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series G Preferred Stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">At the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> closing, which occurred on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 26, 2019, </div>we issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">500</div> shares of Series G Preferred Stock in exchange for the payment by the Purchasers of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$250,000</div> in the aggregate, plus the cancellation of Term Notes held by the Purchasers (see Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7</div>) in the amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$250,000.</div> At the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> closing we also issued the Purchasers Series I Warrants to purchase an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33,334</div> shares of our common stock. The warrants have an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.50</div> per share, are exercisable <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months from the issuance date, and have a term of exercise equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> years from the date they <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> become exercisable. The warrants contain anti-dilution and price adjustment provisions, which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may, </div>under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants; in the event of such adjustment, the number of shares subject to the warrants will also increase so that the aggregate exercise price remains the same for each warrant.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">Within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50</div> to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">60</div> days after the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> closing, we <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>exercise the right to sell the Purchasers an aggregate of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$250,000</div> of Series G Preferred Stock and related warrants at the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> closing. Within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">110</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">to120</div> days after the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> closing, we <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>exercise the right to sell the Purchasers an aggregate of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$250,000</div> of Series G Preferred Stock and related warrants at the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div> closing. At the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div> closings, assuming the sale of all of the Series G Preferred Stock that <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be sold at those times, the Purchasers will receive aggregate additional Series I Warrants to purchase up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">66,668</div> shares of our common stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">During the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019,</div> there were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> conversions or other transactions involving our Series G Preferred Stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Common Stock Transactions</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">As discussed above, during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>we issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">118,280</div> shares of our common stock pursuant to conversions our Series C and Series F Preferred Stock.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Stock Options</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">During the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> transactions involving our stock option plans. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,441</div> stock options outstanding (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$53.19/share</div> weighted-average exercise price), <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13,585</div> of which are exercisable (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$93.92/share</div> weighted-average exercise price).</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"></div> <div style=" font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin: 0pt; text-align: left"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Stock Purchase Warrants</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">During the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>we issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33,334</div> stock purchase warrants in connection with the sale of our Series G Preferred Stock as discussed above. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">148,032</div> stock purchase warrants outstanding (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$11.54/share</div> weighted-average exercise price), <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">94,698</div> of which are exercisable (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$12.75/share</div> weighted-average exercise price).</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><div style="display: inline; font-style: italic;">Stock-Based Compensation Expense</div></div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">Stock-based compensation expense related to our stock option plans was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$26,652</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$23,978</div> during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-month periods ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018,</div> respectively. Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019,</div> there was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$183,731</div> of unrecognized compensation expense related to stock options, which we expect to recognize over a weighted average period of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2.0</div> years.</div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"> </div> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">Additionally, during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-month periods ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> we recorded stock-based compensation expense of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$126,572</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$28,571,</div> respectively, associated with common stock issued for financial advisory services. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2019, </div>there was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$72,509</div> of unrecognized stock-based compensation expense associated with these arrangements, which we expect to recognize during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> quarter of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019.</div></div></div>

500

487000

P5Y

P3Y

491707

248340

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2019	May 13, 2019
Document Information [Line Items]
Entity Registrant Name	GeoVax Labs, Inc.
Entity Central Index Key	0000832489
Trading Symbol	govx
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		610,089
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML 13 R2.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 175,985	$ 259,701
Grant funds and other receivables	160,277	121,814
Prepaid expenses and other current assets	111,647	238,189
Total current assets	447,909	619,704
Property and equipment, net (Note 5)	13,725	11,350
Deposits	11,010	11,010
Total assets	472,644	642,064
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Accounts payable	253,166	125,859
Accrued expenses (Note 6)	1,378,710	1,238,552
Current portion of notes payable (Note 7)	12,500	260,420
Total current liabilities	1,644,376	1,624,831
Note payable, net of current portion (Note 7)	35,417	39,580
Total liabilities	1,679,793	1,664,411
Commitments (Note 8)
Stockholders’ equity (deficiency):
Common stock, $.001 par value: authorized shares – 600,000,000 issued and outstanding shares – 556,489 and 437,807 at March 31, 2019 and December 31, 2018, respectively	556	438
Additional paid-in capital	37,898,525	37,482,766
Accumulated deficit	(41,178,338)	(40,476,884)
Total stockholders’ equity (deficiency)	(1,207,149)	(1,022,347)
Total liabilities and stockholders’ equity (deficiency)	472,644	642,064
Series B Convertible Preferred Stock [Member]
Stockholders’ equity (deficiency):
Convertible Preferred Stock	76,095	76,095
Series C Convertible Preferred Stock [Member]
Stockholders’ equity (deficiency):
Convertible Preferred Stock		705,238
Series E Convertible Preferred Stock [Member]
Stockholders’ equity (deficiency):
Convertible Preferred Stock		1,190,000
Conversion of Series F Preferred Stock Into Common Stock [Member]
Stockholders’ equity (deficiency):
Convertible Preferred Stock	1,591,763
Series G Convertible Preferred Stock and Related Warrants [Member]
Stockholders’ equity (deficiency):
Convertible Preferred Stock	$ 404,250

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	556,489	437,807
Common stock, shares outstanding (in shares)	556,489	437,807
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)	0	2,150
Preferred stock, shares outstanding (in shares)	0	2,150
Series E Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares issued (in shares)	0	1,200
Preferred stock, shares outstanding (in shares)	0	1,200
Conversion of Series F Preferred Stock Into Common Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares issued (in shares)	2,583	0
Preferred stock, shares outstanding (in shares)	2,583	0
Series G Convertible Preferred Stock and Related Warrants [Member]
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares issued (in shares)	500	0
Preferred stock, shares outstanding (in shares)	500	0

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Grant and collaboration revenues	$ 364,232	$ 221,299
Operating expenses:
Research and development	555,718	486,994
General and administrative	510,064	357,228
Total operating expenses	1,065,782	844,222
Loss from operations	(701,550)	(622,923)
Other income (expense):
Interest income	1,224	1,318
Interest expense	(1,128)	(208)
Total other income (expense)	96	1,110
Net loss	$ (701,454)	$ (621,813)
Basic and diluted:
Net loss per common share (in dollars per share)	$ (1.43)	$ (2.50)
Weighted average shares outstanding (in shares)	491,707	248,340

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Condensed Consolidated Statements of Changes In Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Common Stock [Member]	Series B Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member]	Series E Convertible Preferred Stock [Member]	Series F Convertible Preferred Stock [Member]	Series G Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2017	213,474	100	2,570	1,000
Balance at Dec. 31, 2017	$ 213	$ 76,095	$ 842,990	$ 980,000				$ 35,696,435	$ (37,916,790)	$ (321,057)
Sale of convertible preferred stock for cash (in shares)					600
Sale of convertible preferred stock for cash					$ 590,000					590,000
Issuance of common stock for services (in shares)	10,000
Issuance of common stock for services	$ 10							199,990		200,000
Conversion of preferred stock to common stock (in shares)	60,000			(450)
Conversion of preferred stock to common stock	$ 60			$ (441,000)				440,940
Stock-based compensation expense								23,978		23,978
Net loss									(621,813)	(621,813)
Balance (in shares) at Mar. 31, 2018	283,474	100	2,570	550	600
Balance at Mar. 31, 2018	$ 283	$ 76,095	$ 842,990	$ 539,000	$ 590,000			36,361,343	(36,538,603)	(128,892)
Balance (in shares) at Dec. 31, 2018	437,807	100	2,150		1,200
Balance at Dec. 31, 2018	$ 438	$ 76,095	$ 705,238		$ 1,190,000			37,482,766	(40,476,884)	(1,022,347)
Sale of convertible preferred stock for cash (in shares)							500
Sale of convertible preferred stock for cash							$ 404,250	85,750		490,000
Conversion of preferred stock to common stock (in shares)	118,280		(587)			(180)
Conversion of preferred stock to common stock	$ 118		$ (192,557)			$ (110,918)		303,357
Stock-based compensation expense								26,652		26,652
Net loss									(701,454)	(701,454)
Exchange of preferred stock (in shares)			(1,563)		(1,200)	2,763
Exchange of preferred stock			$ (512,681)		$ (1,190,000)	$ 1,702,681
Fractional shares issuable upon reverse stock split (in shares)	402
Balance (in shares) at Mar. 31, 2019	556,489	100				2,583	500
Balance at Mar. 31, 2019	$ 556	$ 76,095				$ 1,591,763	$ 404,250	$ 37,898,525	$ (41,178,338)	$ (1,207,149)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (701,454)	$ (621,813)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,897	4,980
Stock-based compensation expense	153,224	52,549
Changes in assets and liabilities:
Grant funds and other receivables	(38,463)	54,758
Prepaid expenses and other current assets	(30)	20,848
Accounts payable and accrued expenses	267,465	107,105
Total adjustments	384,093	240,240
Net cash used in operating activities	(317,361)	(381,573)
Cash flows from investing activities:
Purchase of property and equipment	(4,272)
Net cash used in investing activities	(4,272)
Cash flows from financing activities:
Net proceeds from sale of preferred stock	240,000	590,000
Proceeds from issuance of note payable		50,000
Principal repayment of note payable	(2,083)
Net cash provided by financing activities	237,917	640,000
Net increase (decrease) in cash and cash equivalents	(83,716)	258,427
Cash and cash equivalents at beginning of period	259,701	312,727
Cash and cash equivalents at end of period	$ 175,985	$ 571,154

XML 18 R7.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Series G Convertible Preferred Stock Issued in Exchange for Cancellation of Term notes Payable [Member]
Convertible note, shares issued (in shares)	250
Convertible note, value	$ 250,000
Conversion of Series C Preferred Stock Into Series F Preferred Stock [Member]
Convertible preferred stock (in shares)	1,563
Conversion of Series E Preferred Stock Into Series F Preferred Stock [Member]
Convertible preferred stock (in shares)	1,200
Conversion of Series C and Series E Preferred Stock Into Series F Preferred Stock [Member]
Conversion of stock, shares issued (in shares)	2,763
Conversion of Series C Preferred Stock Into Common Stock [Member]
Convertible preferred stock (in shares)	587
Conversion of stock, shares issued (in shares)	78,280
Conversion of Series F Preferred Stock Into Common Stock [Member]
Convertible preferred stock (in shares)	180
Conversion of stock, shares issued (in shares)	40,000
Conversion From Series D Convertible Preferred Stock To Common Stock [Member]
Convertible preferred stock (in shares)		450
Conversion of stock, shares issued (in shares)		60,000

XML 19 R8.htm IDEA: XBRL DOCUMENT

Note 1 - Description of Business	3 Months Ended
Note 1 - Description of Business	Mar. 31, 2019
Notes to Financial Statements
Nature of Operations [Text Block]	1. Description of Business GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using a novel patented Modified Vaccinia Ankara Virus-Like Particle (MVA-VLP) vaccine platform. In this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into highly effective VLP immunogens in the person being vaccinated. The MVA-VLP virus replicates to high titers in approved avian cells for manufacturing but cannot productively replicate in mammalian cells. Therefore, the GeoVax MVA-VLP derived vaccines elicit durable immune responses in the host similar to a live attenuated virus, while providing the safety characteristics of a replication-defective vector. Our current development programs are focused on preventive vaccines against Human Immunodeficiency Virus (HIV), Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa), and malaria, as well as therapeutic vaccines for chronic Hepatitis B infections and cancers. We believe our technology and vaccine development expertise are well-suited for a variety of human infectious diseases and we intend to pursue further expansion of our product pipeline. Our corporate strategy is to improve health to patients worldwide by advancing our vaccine platform, using its unique capabilities to design and develop an array of products addressing unmet medical needs in the areas of infectious diseases and oncology. We aim to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities. Certain of our vaccine development activities have been, and continue to be, financially supported by the U.S. government. This support has been both in the form of research grants and contracts awarded directly to us, as well as indirect support for the conduct of preclinical animal studies and human clinical trials. We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration (FDA) in the United States, by the European Medicines Agency (EMA) in the European Union, and by comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years and often involves expenditure of substantial resources. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with one or more potential strategic partners. GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in the metropolitan Atlanta, Georgia area.

XML 20 R9.htm IDEA: XBRL DOCUMENT

Note 2 - Basis of Presentation	3 Months Ended
Note 2 - Basis of Presentation	Mar. 31, 2019
Notes to Financial Statements
Basis of Accounting [Text Block]	2. Basis of Presentation The accompanying condensed consolidated financial statements at March 31, 2019 and for the three -month periods ended March 31, 2019 and 2018 are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10 -K for the year ended December 31, 2018. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods. As described in Note 12, effective April 30, 2019, we enacted a one -for- five hundred reverse stock split of our common stock. The accompanying financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve -month period following the date 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 these activities. We believe that our existing cash resources, government funding commitments, and equity funding commitments discussed in Note 9 will be sufficient to continue our planned operations into the third quarter of 2019. 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 additional government grants and corporate collaborations. We also intend to secure additional funds through sales of our equity securities or by other means. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern. Additional funding may not be available on favorable terms or at all. If we fail to obtain additional capital when needed, we will be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

XML 21 R10.htm IDEA: XBRL DOCUMENT

Note 3 - Summary of Significant Accounting Policies	3 Months Ended
Note 3 - Summary of Significant Accounting Policies	Mar. 31, 2019
Notes to Financial Statements
Significant Accounting Policies [Text Block]	3. Significant Accounting Policies and Recent Accounting Pronouncements We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10 -K for the year ended December 31, 2018 those accounting policies that we consider significant in determining our results of operations and financial position. Other than as described below, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10 -K. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016 - 02, Leases (ASU 2016 - 02 ). ASU 2016 - 02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to classify leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to prior guidance for operating leases. We adopted ASU 2016 - 02 effective January 1, 2019; such adoption had no material impact on our financial statements, given that the noncancelable term of our current lease is less than 12 months (see Note 8 ). There have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2019, as compared to the recent accounting pronouncements described in our Annual Report on Form 10 -K for the fiscal year ended December 31, 2018, which we expect to have a material impact on our financial statements.

XML 22 R11.htm IDEA: XBRL DOCUMENT

Note 4 - Basic and Diluted Loss Per Common Share	3 Months Ended
Note 4 - Basic and Diluted Loss Per Common Share	Mar. 31, 2019
Notes to Financial Statements
Earnings Per Share [Text Block]	4. Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents consist of convertible preferred stock, stock options and stock purchase warrants. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled approximately 589,000 and 446,000 shares at March 31, 2019 and 2018, respectively.

XML 23 R12.htm IDEA: XBRL DOCUMENT

Note 5 - Property and Equipment

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment

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

March 31, 2019

and

December 31, 2018:

	March 31, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(665,143	)		(663,246	)
Property and equipment, net	$	13,725		$	11,350

XML 24 R13.htm IDEA: XBRL DOCUMENT

Note 6 - Accrued Expenses

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Accrued Expenses

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

March 31, 2019

and

December 31, 2018:

	March 31, 2019		December 31, 2018
Accrued management salaries	$	1,026,467	$	924,509
Accrued directors’ fees		333,870		295,670
Other accrued expenses		18,373		18,373
Total accrued expenses	$	1,378,710	$	1,238,552

XML 25 R14.htm IDEA: XBRL DOCUMENT

Note 7 - Notes Payable	3 Months Ended
Note 7 - Notes Payable	Mar. 31, 2019
Notes to Financial Statements
Debt Disclosure [Text Block]	7. Notes Payable On February 28, 2018, we entered into a Senior Note Purchase Agreement with Georgia Research Alliance, Inc. (GRA) pursuant to which we issued a five -year Senior Promissory Note (the “GRA Note”) to GRA in exchange for $50,000. The GRA Note bears an annual interest rate of 5%, payable monthly, with principal repayments beginning in the second year. Principal repayments are expected to be $8,333 for the remainder of 2019, $12,500 in 2020, 2021 and 2022, and $2,083 in 2023. In connection with the GRA Note, we also issued to GRA a five -year warrant to purchase 358 shares of our common stock. Interest expense related to the GRA Note for the three -month periods ended March 31, 2019 and 2018 was $621 and $208, respectively. On December 27, 2018, we issued short-term non-interest-bearing Term Promissory Notes (the “Term Notes”) to two current investors in exchange for an aggregate of $250,000. In connection with the Term Notes, we also issued to the investors three -year warrants to purchase an aggregate of 20,000 shares of our common stock. In February 2019, the Term Notes were cancelled in exchange for shares of our convertible preferred stock (see Note 9 ).

XML 26 R15.htm IDEA: XBRL DOCUMENT

Note 8 - Commitments	3 Months Ended
Note 8 - Commitments	Mar. 31, 2019
Notes to Financial Statements
Commitments Disclosure [Text Block]	8. Commitments Lease Agreement We lease approximately 8,400 square feet of office and laboratory space pursuant to an operating lease which expires on December 31, 2019, with annual extension options through December 31, 2022. Rent expense for the for the three -month periods ended March 31, 2019 and 2018 was $40,316 and $39,136, respectively. Future minimum lease payments total $120,949 for the remainder of 2019. Our current intention is to exercise our option to extend the lease at least for the subsequent one -year renewal period, subject to our landlord’s right to cancel the extension period 90 days prior to its commencement. Other Commitments In the normal course of business, we enter into various firm purchase commitments related to production and testing of our vaccine, conduct of research studies, and other activities. As of March 31, 2019, there are approximately $487,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2019. We expect this entire amount to be reimbursable to us pursuant to existing government grants.

XML 27 R16.htm IDEA: XBRL DOCUMENT

Note 9 - Stockholders' Equity	3 Months Ended
Note 9 - Stockholders' Equity	Mar. 31, 2019
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	9. Stockholders’ Equity Series B Preferred Stock As of March 31, 2019, there are 100 shares of our Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding. The Series B Preferred Stock may be converted at any time at the option of the holder into shares of our common stock at a conversion price of $175 per share. During the three months ended March 31, 2019, there were no conversions or other transactions involving our Series B Preferred Stock. Series F Preferred Stock On February 18, 2019, we entered into Exchange Agreements (the “Exchange Agreements”) with holders of our Series C and Series E Convertible Preferred Stock, pursuant to which the holders exchanged all shares of Series C and Series E Preferred Stock held by them for an aggregate of 2,763 shares of Series F Convertible Preferred Stock (“Series F Preferred Stock”). Each share of Series F Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series F Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 90% of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series F Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series F Preferred Stock. During January and February 2019 ( prior to the exchange discussed above), the holders converted 587 shares of Series C Preferred Stock into 78,280 shares of our common stock. During March 2019 ( subsequent to the exchange), the holders converted 180 shares of Series F Preferred Stock into 40,000 shares of our common stock. As of March 31, 2019, there are no shares of our Series C or Series E Preferred Stock outstanding, and 2,583 shares of our Series F Preferred Stock outstanding. Series G Preferred Stock On February 25, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”) providing for sale to the Purchasers of an aggregate of up to 1,000 shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to $1.0 million, to be funded at up to three different closings. Each share of Series G Preferred Stock is entitled to a liquidation preference equal to its $1,000 stated value, has no voting rights, and is not entitled to a dividend. The Series G Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i) $7.50 per share and (ii) 90% of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series G Preferred Stock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series G Preferred Stock. At the first closing, which occurred on February 26, 2019, we issued 500 shares of Series G Preferred Stock in exchange for the payment by the Purchasers of $250,000 in the aggregate, plus the cancellation of Term Notes held by the Purchasers (see Note 7 ) in the amount of $250,000. At the first closing we also issued the Purchasers Series I Warrants to purchase an aggregate of 33,334 shares of our common stock. The warrants have an exercise price of $7.50 per share, are exercisable six months from the issuance date, and have a term of exercise equal to five years from the date they first become exercisable. The warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants; in the event of such adjustment, the number of shares subject to the warrants will also increase so that the aggregate exercise price remains the same for each warrant. Within 50 to 60 days after the first closing, we may exercise the right to sell the Purchasers an aggregate of up to $250,000 of Series G Preferred Stock and related warrants at the second closing. Within 110 to120 days after the first closing, we may exercise the right to sell the Purchasers an aggregate of up to $250,000 of Series G Preferred Stock and related warrants at the third closing. At the second and third closings, assuming the sale of all of the Series G Preferred Stock that may be sold at those times, the Purchasers will receive aggregate additional Series I Warrants to purchase up to 66,668 shares of our common stock. During the three months ended March 31, 2019, there were no conversions or other transactions involving our Series G Preferred Stock. Common Stock Transactions As discussed above, during the three months ended March 31, 2019, we issued 118,280 shares of our common stock pursuant to conversions our Series C and Series F Preferred Stock. Stock Options During the three months ended March 31, 2019, there were no transactions involving our stock option plans. As of March 31, 2019, there are 29,441 stock options outstanding ( $53.19/share weighted-average exercise price), 13,585 of which are exercisable ( $93.92/share weighted-average exercise price). Stock Purchase Warrants During the three months ended March 31, 2019, we issued 33,334 stock purchase warrants in connection with the sale of our Series G Preferred Stock as discussed above. As of March 31, 2019, there are 148,032 stock purchase warrants outstanding ( $11.54/share weighted-average exercise price), 94,698 of which are exercisable ( $12.75/share weighted-average exercise price). Stock-Based Compensation Expense Stock-based compensation expense related to our stock option plans was $26,652 and $23,978 during the three -month periods ended March 31, 2019 and 2018, respectively. Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of March 31, 2019, there was $183,731 of unrecognized compensation expense related to stock options, which we expect to recognize over a weighted average period of 2.0 years. Additionally, during the three -month periods ended March 31, 2019 and 2018 we recorded stock-based compensation expense of $126,572 and $28,571, respectively, associated with common stock issued for financial advisory services. As of March 31, 2019, there was $72,509 of unrecognized stock-based compensation expense associated with these arrangements, which we expect to recognize during the second quarter of 2019.

XML 28 R17.htm IDEA: XBRL DOCUMENT

Note 10 - Income Taxes	3 Months Ended
Note 10 - Income Taxes	Mar. 31, 2019
Notes to Financial Statements
Income Tax Disclosure [Text Block]	10. Income Taxes Because of our historically significant net operating losses, we have not paid income taxes since inception. We maintain deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and credits will be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation will result in the expiration of net operating losses and credits before utilization.

XML 29 R18.htm IDEA: XBRL DOCUMENT

Note 11 - Grants and Collaboration Revenue	3 Months Ended
Note 11 - Grants and Collaboration Revenue	Mar. 31, 2019
Notes to Financial Statements
Government Grants and Contracts [Text Block]	11. Grants and Collaboration Revenue We receive payments from government entities under our grants from the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of our vaccine research and development efforts. We record revenue associated with government grants as the reimbursable costs are incurred. During the three -month periods ended March 31, 2019 and 2018, we recorded $354,319 and $216,299, respectively, of revenues associated with these grants. As of March 31, 2019, there is an aggregate of $2,525,419 in approved grant funds available for use during 2019 and 2020. During the three -month periods ended March 31, 2019 and 2018, we recorded $9,913 and $5,000, respectively, of revenues associated with research collaboration agreements with several third parties.

XML 30 R19.htm IDEA: XBRL DOCUMENT

Note 12 - Subsequent Events	3 Months Ended
Note 12 - Subsequent Events	Mar. 31, 2019
Notes to Financial Statements
Subsequent Events [Text Block]	12. Subsequent Events Preferred Stock Transactions On April 26, 2019, we received $250,000 from the sale of 250 shares of our Series G Preferred Stock (see Note 9 ) and we issued additional Series I Warrants to purchase 33,334 shares of our common stock. During May 2019, holders of our preferred stock converted 94 shares of our Series F Preferred Stock into 53,600 shares of our common stock. Reverse Stock Split On April 30, 2019, we effected a one -for- five hundred reverse split of our common stock by the filing of an amendment to our certificate of incorporation with the State of Delaware. All share and per share information in our condensed consolidated financial statements and notes that relate to our common stock has been retroactively restated to reflect the reverse stock split.

XML 31 R20.htm IDEA: XBRL DOCUMENT

Note 5 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Property, Plant and Equipment [Table Text Block]

	March 31, 2019			December 31, 2018
Laboratory equipment	$	534,578		$	530,306
Leasehold improvements		115,605			115,605
Other furniture, fixtures & equipment		28,685			28,685
Total property and equipment		678,868			674,596
Accumulated depreciation and amortization		(665,143	)		(663,246	)
Property and equipment, net	$	13,725		$	11,350

XML 32 R21.htm IDEA: XBRL DOCUMENT

Note 6 - Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	March 31, 2019		December 31, 2018
Accrued management salaries	$	1,026,467	$	924,509
Accrued directors’ fees		333,870		295,670
Other accrued expenses		18,373		18,373
Total accrued expenses	$	1,378,710	$	1,238,552

XML 33 R22.htm IDEA: XBRL DOCUMENT

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

XML 34 R23.htm IDEA: XBRL DOCUMENT

Note 4 - Basic and Diluted Loss Per Common Share (Details Textual) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	589,000	446,000

XML 35 R24.htm IDEA: XBRL DOCUMENT

Note 5 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Property and equipment, gross	$ 678,868	$ 674,596
Accumulated depreciation and amortization	(665,143)	(663,246)
Property and equipment, net	13,725	11,350
Laboratory Equipment [Member]
Property and equipment, gross	534,578	530,306
Leasehold Improvements [Member]
Property and equipment, gross	115,605	115,605
Other Furniture Fixtures And Equipment [Member]
Property and equipment, gross	$ 28,685	$ 28,685

XML 36 R25.htm IDEA: XBRL DOCUMENT

Note 6 - Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Accrued management salaries	$ 1,026,467	$ 924,509
Accrued directors’ fees	333,870	295,670
Other accrued expenses	18,373	18,373
Total accrued expenses	$ 1,378,710	$ 1,238,552

XML 37 R26.htm IDEA: XBRL DOCUMENT

Note 7 - Notes Payable (Details Textual) - USD ($)		3 Months Ended
Note 7 - Notes Payable (Details Textual) - USD ($)	Feb. 28, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 27, 2018
Proceeds from Notes Payable, Total			$ 50,000
Interest Expense, Total		1,128	208
Term Notes [Member]
Debt Instrument, Face Amount				$ 250,000
Common Stock Purchase Warrants [Member]
Warrants and Rights Outstanding, Term	5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	358
Warrants issued to two current investors [Member]
Warrants and Rights Outstanding, Term				3 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				20,000
Senior Notes [Member]
Proceeds from Notes Payable, Total	$ 50,000
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year		8,333
Long-term Debt, Maturities, Repayments of Principal in Year Two		12,500
Long-term Debt, Maturities, Repayments of Principal in Year Three		12,500
Long-term Debt, Maturities, Repayments of Principal in Year Four		12,500
Long-term Debt, Maturities, Repayments of Principal in Year Five		2,083
Interest Expense, Total		$ 621	$ 208

XML 38 R27.htm IDEA: XBRL DOCUMENT

Note 8 - Commitments (Details Textual)	3 Months Ended
Note 8 - Commitments (Details Textual)	Mar. 31, 2019 USD ($) ft²	Mar. 31, 2018 USD ($)
Area of Real Estate Property \| ft²	8,400
Operating Leases, Rent Expense, Total	$ 40,316	$ 39,136
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 120,949
Lessee, Operating Lease, Renewal Term	1 year
Unrecorded Unconditional Purchase Obligation, Total	$ 487,000

XML 39 R28.htm IDEA: XBRL DOCUMENT

Note 9 - Stockholders' Equity (Details Textual) - USD ($)				1 Months Ended	2 Months Ended	3 Months Ended
	Feb. 28, 2019	Feb. 26, 2019	Feb. 18, 2019	Mar. 31, 2019	Feb. 28, 2019	Mar. 31, 2019	Mar. 31, 2018	Feb. 25, 2019	Dec. 31, 2018	Feb. 28, 2018
Preferred Stock, Par or Stated Value Per Share				$ 0.01		$ 0.01			$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance				29,441		29,441
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance				$ 53.19		$ 53.19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number				13,585		13,585
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price				$ 93.92		$ 93.92
Share-based Payment Arrangement, Expense						$ 26,652	$ 23,978
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				$ 183,731		$ 183,731
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition						2 years
Stock Issued During Period, Value Expensed During the Period, Issued for Services						$ 126,572	$ 28,571
Prepaid Expense, Value of Stock Issued for Services During Period				$ 72,509		$ 72,509
Series I Warrants [Member]
Convertible Preferred Stock and Related Warrants Issued		33,334
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 7.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		66,668
Common Stock Purchase Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights										358
Class Of Warrant Or Right Issued During Period						33,334
Class of Warrant or Right, Outstanding				148,032		148,032
Class Of Warrant Or Right Outstanding Weighted Average Exercise Price				$ 11.54		$ 11.54
Class Of Warrant Or Right Exercisable Number				94,698		94,698
Class Of Warrant Or Right Exercisable Weighted Average Exercise Price				$ 12.75		$ 12.75
Series G Convertible Preferred Stock and Related Warrants [Member]
Convertible Preferred Stock and Related Warrants, Authorized	1,000
Proceeds from Issuance of Convertible Preferred Stock and Related Warrants, Maximum	$ 1,000,000	$ 250,000
Convertible Preferred Stock and Related Warrants Issued		500
Conversion of Series C Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted					587	587
Conversion of Stock, Shares Issued					78,280	78,280
Conversion of Series F Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted				180		180
Conversion of Stock, Shares Issued				40,000		40,000
Conversion from Series C and F Convertible Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Issued						118,280
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance				100		100			100
Convertible Preferred Stock, Conversion Price1				$ 175		$ 175
Conversion of Stock, Shares Converted						0
Preferred Stock, Par or Stated Value Per Share				$ 1,000		$ 1,000			$ 1,000
Series F Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance				2,583		2,583
Convertible Preferred Stock, Conversion Price1			$ 7.50
Number of Series C and Series E Preferred Stock Exchanged for Series F Convertible Preferred Stock			2,763
Preferred Stock, Par or Stated Value Per Share			$ 1,000
Convertible Preferred Stock, Conversion Price, Percentage of Volume Weighted Average Price of the Common Stock			90.00%
Series E Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance				0		0			1,200
Preferred Stock, Par or Stated Value Per Share				$ 1,000		$ 1,000			$ 1,000
Series G Convertible Preferred Stock [Member]
Convertible Preferred Stock, Conversion Price1								$ 7.50
Conversion of Stock, Shares Converted						0
Preferred Stock, Par or Stated Value Per Share								$ 1,000
Convertible Preferred Stock, Conversion Price, Percentage of Volume Weighted Average Price of the Common Stock								90.00%
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance				0		0			2,150
Preferred Stock, Par or Stated Value Per Share				$ 1,000		$ 1,000			$ 1,000

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Note 11 - Grants and Collaboration Revenue (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 364,232	$ 221,299
NIH Grants [Member]
Revenue from Contract with Customer, Including Assessed Tax	354,319	216,299
Unused Grant Funds	2,525,419
Research Agreements [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 9,913	$ 5,000

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Note 12 - Subsequent Events (Details Textual)				1 Months Ended	3 Months Ended
Note 12 - Subsequent Events (Details Textual)	May 12, 2019 shares	Apr. 30, 2019	Apr. 26, 2019 USD ($) shares	Mar. 31, 2019 shares	Mar. 31, 2019 USD ($) shares	Mar. 31, 2018 USD ($)
Proceeds from Issuance of Convertible Preferred Stock \| $					$ 240,000	$ 590,000
Conversion of Series F Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted				180	180
Conversion of Stock, Shares Issued				40,000	40,000
Series G Convertible Preferred Stock [Member]
Conversion of Stock, Shares Converted					0
Subsequent Event [Member] \| Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		500
Subsequent Event [Member] \| Conversion of Series F Preferred Stock Into Common Stock [Member]
Conversion of Stock, Shares Converted	94
Conversion of Stock, Shares Issued	53,600
Subsequent Event [Member] \| Series I Warrants [Member]
Class Of Warrant Or Right Issued During Period			33,334
Subsequent Event [Member] \| Series G Convertible Preferred Stock [Member]
Proceeds from Issuance of Convertible Preferred Stock \| $			$ 250,000
Stock Issued During Period, Shares, New Issues			250