10.	Stockholders' Equity

Convertible

Preferred Stock

We are authorized to issue up to

10,000,000

shares of our Preferred Stock,

$.01

par value, which

may

be issued in

one

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

September 30, 2020

and

December 31, 2019.

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

$1,000

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

nine

months ended

September

30,

2020

are discussed below the table.

	September 30, 2020				December 31, 2019
			Carrying				Carrying
	Shares		Value		Shares		Value
Series B Convertible Preferred Stock		100	$	76,095		100	$	76,095
Series H Convertible Preferred Stock		-		-		1,686		1,156,338
Series I Convertible Preferred Stock		-		-		700		700,000
Total		100	$	76,095		2,486	$	1,932,433

As of

September 30, 2020,

there were

100

shares of Series B Convertible Preferred Stock outstanding, convertible into a negligible number of shares of common stock. There were

transactions involving our Series B Preferred Stock during the

nine

months ended

September 30, 2020.

During the

first

quarter of

2020,

1,686

shares of our Series H Convertible Preferred Stock were converted into

469,696

shares of our common stock. As of

September 30, 2020,

there were

shares of Series H Preferred Stock outstanding.

During the

first

quarter of

2020,

700

shares of our Series I Convertible Preferred Stock were converted into

204,371

shares of our common stock. As of

September 30, 2020,

there were

shares of Series I Preferred Stock outstanding.

January 24, 2020,

we entered into a Securities Purchase Agreement with the purchasers identified therein providing for the issuance and sale to the purchasers of an aggregate of

300

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

$300,000.

Our Series J Preferred Stock has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series J Preferred Stock has

voting rights and is

not

entitled to a dividend. During

July 2020,

300

shares of Series J Preferred Stock were converted into

42,723

shares of our common stock. As of

September 30, 2020,

there were

shares of Series J Preferred Stock outstanding.

Common Stock

Reverse Stock Split

–

April 30, 2019,

we enacted a

-for-

500

reverse stock split of our common stock, on

January 21, 2020,

we effected a

-for-

2000

reverse split of our common stock and on

September 25, 2020,

we effected a

-for-

reverse split of our common stock.

Conversions of Preferred Stock

– As discussed under “Preferred Stock” above, during the

nine

months ended

September 30, 2020,

we issued

716,790

shares of our common stock pursuant to conversions of our Series H, Series I, and Series J Preferred Stock.

Public Offering –

September 24, 2020,

we entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters (the “Representative”), for an underwritten public offering (the “Offering”) of an aggregate of

2,560,000

units of our equity securities (the “Units”). The Offering closed on

September 29, 2020,

with gross proceeds to us of approximately

$12.8

million; net proceeds after deducting underwriting discounts and commissions and other offering expenses were approximately

$11.2

million.

Of the

2,560,000

Units sold in the Offering: (a)

2,310,000

Units consist of

one

share of our common stock, and

Warrant to purchase

one

share of common stock (each, a “Unit Warrant”); and (b)

250,000

Units consisting of

Pre-Funded Warrant to purchase

one

share of common stock and

Unit Warrant. The Pre-Funded Warrants provide the holder the right to purchase

one

share of common stock at an exercise price of

$0.01

per share, are immediately exercisable and will

not

expire until exercised in full. The Unit Warrants provide the holder the right to purchase

one

share of common stock, are immediately exercisable at an exercise price of

$5.00

per share and expire

five

years after the issuance date. The public offering price was

$5.00

per Unit (

$4.99

for each Unit including a Pre-Funded Warrant). We granted the Representative a

-day option to purchase up to

384,000

Units to cover over-allotments, if any.

Pursuant to the Underwriting Agreement, we issued to the Representative, as a portion of the underwriting compensation, warrants to purchase up to a total of

128,000

shares of common stock (the “Representative Warrants”). The Representative Warrants have an exercise price of

$5.50

per share, are initially exercisable

180

days after the effective date of the Offering and have a term of

three

years from their initial exercise date.

Conversion of Deferred Compensation to Equity

–

During

2016

and

2017,

to help conserve the Company's cash resources, each of our executive officers and non-employee directors agreed to defer receipt of all or a portion (at varying levels) of their respective cash compensation. On

September 29, 2020,

upon our consummation of the Offering,

$1,500,000

of the accumulated deferrals were converted at the

$5.00

offering price, resulting in the issuance of

300,001

units substantially similar to the units sold in the public offering, with each unit consisting of

one

share of our common stock and

one

warrant substantially similar to a Unit Warrant (a “Management Warrant”).

Conversion of Convertible Debentures

to Equity

– As discussed in Note

upon our consummation of the Offering, we issued an aggregate of

177,625

shares of our common stock,

126,042

Pre-Funded Warrants and

303,667

Conversion Warrants upon the mandatory conversion of

$1,214,667

of Convertible Debentures and accrued interest.

Other Common Stock Transactions

–

During the

nine

months ended

September 30, 2020,

we issued an aggregate of

3,162

shares of our common stock pursuant to a consulting agreement. See “Stock-Based Compensation Expense” below.

Stock Options

As a result of the reverse stock splits of our common stock all of our outstanding stock options were automatically adjusted such that all of such stock options as of the beginning of

2020

were eliminated. On

June 19, 2020,

our Board of Directors approved the GeoVax Labs, Inc.

2020

Stock Incentive Plan (the

“2020

Plan”) to replace our prior stock option plan and reserved up to

250,000

shares of our common stock for issuance pursuant to the

2020

Plan.

equity awards were made from the

2020

Plan during the

nine

months ended

September 30, 2020.

Stock Purchase Warrants

Series G Warrants

– In

August 2020,

the holders of the Series G Warrants agreed to their cancellation and there were

Series G Warrants outstanding as of

September 30, 2020.

Series H Warrants

– During

July 2020,

all outstanding Series H Warrants were exercised using the “cashless” exercise feature of the warrants, resulting in the issuance of

7,147

shares of our common stock. There were

Series H Warrants outstanding as of

September 30, 2020.

Series

Warrants

– During

July 2020,

Series I Warrants were exercised using the “cashless” exercise feature of the warrants, resulting in the issuance of

29,755

shares of our common stock. As of

September 30, 2020,

there were

62,626

Series I Warrants outstanding, with an exercise price of

$5.00

per share, reflective of anti-dilution adjustments resulting from the Offering.

June 2020

Warrants

– As discussed in Note

June 26, 2020,

in connection with the issuance of the Convertible Debentures, we issued warrants to purchase

120,000

shares of common stock, with a

five

-year term and an exercise price of

$10.00.

As a result of the Offering, on

September 29, 2020

the exercise price was reduced to

$5.00.

Warrants Issued

Upon

Conversion of Convertible Debentures

– As discussed in Note

September 29, 2020,

upon the conversion of the Convertible Debentures into our equity securities, we issued

126,042

Pre-Funded Warrants and

303,668

Conversion Warrants to purchase our common stock.

Warrants Issued

Upon

Conversion of Deferred Compensation

– As discussed above under “

Common Stock

–

Conversion of Deferred Compensation to Equity

”, on

September

29,

2020,

upon the conversion of amounts owed to current and former executive officers and directors, we issued Management Warrants to purchase

300,001

shares of common stock.

Warrants Issued in Connection with Public Offering

– As discussed above under “

Common Stock – Public Offering

”, on

September 29, 2020,

in connection with the Offering, we issued Unit Warrants to purchase

2,560,000

shares of common stock; Pre-Funded Warrants to purchase

250,000

shares of common stock; and Representative Warrants to purchase

128,000

shares of common stock.

Summary of Warrants Ou

tst

anding

– The following table presents summary information about our warrants outstanding as of

September 30, 2020:

Warrant Description	Number of Shares		Exercise Price		Expiration
Series I Warrants		62,626	$	5.00	Oct-Dec 2024
June 2020 Warrants		120,000		5.00	Jun 2025
Pre-Funded Warrants		376,042		0.01	Perpetual
Unit, Conversion and Management Warrants		3,163,669		5.00	Sep 2025
Representative Warrants		128,000		5.50	Mar 2024
Total Warrants Outstanding at September 30, 2020		3,850,337

Weighted-Average Exercise Price	$	4.53
Weighted-Average Remaining Life (excluding Pre-Funded Warrants)(in years)		4.9

Stock-Based Compensation Expense

There was

stock-based compensation expense related to our stock option plan recognized in the consolidated statement of operations for the

three

-month or

nine

-month periods ended

September 30, 2020

and there was

unrecognized compensation expense related to stock options as of

September 30, 2020.

During the

three

-month and

nine

-month periods ended

September 30, 2020

we recorded stock-based compensation expense of

$6,000

and

$24,000,

respectively, associated with common stock issued for a consulting agreement.