10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________

Commission File Number: 001-39563

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-0455038
(State or other jurisdiction	(IRS Employer Identification No.)
of incorporation or organization)
1900 Lake Park Drive, Suite 380
Smyrna, Georgia	30080
(Address of principal executive offices)	(Zip Code)

(678) 384-7220

(Registrant’s telephone number, including area code)

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

Title of each Class	Trading Symbol	Name of each Exchange on which Registered
Common Stock $0.001 par value	GOVX	The Nasdaq Capital Market
Warrants to Purchase Common Stock	GOVXW	The Nasdaq Capital Market

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

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

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

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

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

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

Yes ☐   No ☒

As of August 3, 2022, 24,744,043 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1
	Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2022 and 2021 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month and six-month periods ended June 30, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2022 and 2021 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4	Controls and Procedures	14
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Mine Safety Disclosures	15
Item 5	Other Information	15
Item 6	Exhibits	16
SIGNATURES		17

Part I -- FINANCIAL INFORMATION

Item 1         Financial Statements

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	30,902,454		$	11,423,870
Grant funds receivable		-			49,006
Prepaid expenses		1,135,780			156,240
Total current assets		32,038,234			11,629,116
Property and equipment, net		214,783			156,938
Other assets		987,508			11,010
Total assets	$	33,240,525		$	11,797,064
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	237,315		$	2,057,534
Accrued expenses		3,130,553			3,377,826
Total current liabilities		3,367,868			5,435,360
Other liabilities		2,000,000			2,000,000
Total liabilities		5,367,868			7,435,360
Commitments (Note 4)
Stockholders’ equity:
Common stock, $.001 par value:
Authorized shares – 600,000,000 Issued and outstanding shares – 16,238,739 and 6,381,541 at June 30, 2022 and December 31, 2021, respectively		16,239			6,382
Additional paid-in capital		96,901,530			68,731,220
Accumulated deficit		(69,045,112	)		(64,375,898	)
Total stockholders’ equity		27,872,657			4,361,704
Total liabilities and stockholders’ equity	$	33,240,525		$	11,797,064

See accompanying notes to condensed consolidated financial statements.

1

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Grant revenue	$	-		$	79,708		$	81,526		$	190,125
Operating expenses:
Research and development		1,307,177			832,835			2,637,721			1,435,618
General and administrative		935,311			733,499			2,114,335			1,805,209
Total operating expenses		2,242,488			1,566,334			4,752,056			3,240,827
Loss from operations		(2,242,488	)		(1,486,626	)		(4,670,530	)		(3,050,702	)
Other income (expense):
Interest income		789			1,068			1,316			3,121
Interest expense		-			(531	)		-			(1,286	)
Gain on debt extinguishment		-			172,056			-			172,056
Total other income (expense)		789			172,593			1,316			173,891
Net loss	$	(2,241,699	)	$	(1,314,033	)	$	(4,669,214	)	$	(2,876,811	)
Basic and diluted:
Net loss per common share	$	(0.18	)	$	(0.21	)	$	(0.47	)	$	(0.49	)
Weighted average shares outstanding		12,721,696			6,322,799			9,931,088			5,830,165

See accompanying notes to condensed consolidated financial statements.

2

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three-Month and Six-Month Periods Ended June 30, 2022
															Total
	Preferred Stock				Common Stock				Additional			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital			Deficit			Equity
Balance at December 31, 2021		-	$	-		6,381,541	$	6,382	$	68,731,220		$	(64,375,898	)	$	4,361,704
Sale of common stock and warrants for cash		-		-		707,484		707		9,228,541			-			9,229,248
Issuance of common stock upon warrant exercise		-		-		2,360,000		2,360		(2,336	)		-			24
Stock option expense		-		-		-		-		190,191			-			190,191
Net loss for the three months ended March 31, 2022		-		-		-		-		-			(2,427,515	)		(2,427,515	)
Balance at March 31, 2022		-		-		9,449,025		9,449		78,147,616			(66,803,413	)		11,353,652
Sale of common stock and warrants for cash		-		-		1,050,000		1,050		18,496,896			-			18,497,946
Issuance of common stock upon warrant exercises		-		-		5,671,214		5,671		(5,104	)		-			567
Issuance of common stock for services		-		-		68,500		69		71,931			-			72,000
Stock option expense		-		-		-		-		190,191			-			190,191
Net loss for the three months ended June 30, 2022		-		-		-		-		-			(2,241,699	)		(2,241,699	)
Balance at June 30, 2022		-	$	-		16,238,739	$	16,239	$	96,901,530		$	(69,045,112	)	$	27,872,657

	Three-Month and Six-Month Periods Ended June 30, 2021
																Total
	Preferred Stock						Common Stock				Additional		Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Paid-in Capital		Deficit			Equity
Balance at December 31, 2020		100		$	76,095			3,834,095	$	3,834	$	55,294,504	$	(45,805,581	)	$	9,568,852
Sale of common stock for cash		-			-			1,644,000		1,644		9,407,276		-			9,408,920
Issuance of common stock upon warrant exercise		-			-			835,900		836		3,173,320		-			3,174,156
Issuance of common stock for services		-			-			1,472		1		5,999		-			6,000
Stock option expense		-			-			-		-		56,190		-			56,190
Net loss for the three months ended March 31, 2021		-			-			-		-		-		(1,562,778	)		(1,562,778	)
Balance at March 31, 2021		100			76,095			6,315,467		6,315		67,937,289		(47,368,359	)		20,651,340
Repurchase of preferred stock		(100	)		(76,095	)		-		-		75,095		-			(1,000	)
Issuance of common stock for services		-			-			12,235		13		65,828		-			65,841
Stock option expense		-			-			-		-		56,190		-			56,190
Net loss for the three months ended June 30, 2021		-			-			-		-		-		(1,314,033	)		(1,314,033	)
Balance at June 30, 2021		-		$	-			6,327,702	$	6,328	$	68,134,402	$	(48,682,392	)	$	19,458,338

See accompanying notes to consolidated financial statements.

3

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(4,669,214	)	$	(2,876,811	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		24,538			17,871
Stock-based compensation expense		412,329			163,553
Gain on debt extinguishment		-			(172,056	)
Changes in assets and liabilities:
Grant funds and other receivables		49,006			182,663
Prepaid expenses and other current assets		(939,487	)		71,319
Deposits and other assets		(976,498	)		-
Accounts payable and accrued expenses		(2,067,492	)		(266,105	)
Total adjustments		(3,497,604	)		(2,755	)
Net cash used in operating activities		(8,166,818	)		(2,879,566	)
Cash flows from investing activities
Purchase of equipment		(82,383	)		(19,929	)
Net cash used in investing activities		(82,383	)		(19,929	)
Cash flows from financing activities:
Net proceeds from sale of common stock		27,727,194			9,408,920
Net proceeds from warrant exercises		591			3,174,156
Repurchase of preferred stock		-			(1,000	)
Principal repayment of note payable		-			(27,864	)
Net cash provided by financing activities		27,727,785			12,554,212
Net increase in cash and cash equivalents		19,478,584			9,654,717
Cash and cash equivalents at beginning of period		11,423,870			9,883,796
Cash and cash equivalents at end of period	$	30,902,454		$	19,538,513

Supplemental disclosure of non-cash financing activities:

During the six months ended June 30, 2021, we issued 145,866 shares of common stock upon the cashless exercise of 188,668 stock purchase warrants, and $172,056 of principal and accrued interest was extinguished upon loan forgiveness by the lender.

4

GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(unaudited)

1.         Nature of Business

GeoVax Labs, Inc., headquartered in the Atlanta, Georgia metropolitan area, is a clinical-stage biotechnology company incorporated under the laws of the State of Delaware. GeoVax Labs, Inc. and its wholly owned subsidiary, GeoVax, Inc., a Georgia corporation, are collectively referred to as “GeoVax” or the “Company”.

The Company is focused on developing immunotherapies and vaccines against infectious diseases and cancers using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials in COVID-19 and head and neck cancer. Additional research and development programs include preventive vaccines against Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa) and malaria, as well as immunotherapies for solid tumors.

2.         Summary of Significant Accounting Policies

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, 2021 those accounting policies that we consider significant in determining our results of operations and financial position. During the six months ended June 30, 2022, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

Basis of Presentation – The accompanying condensed consolidated financial statements include the accounts of GeoVax Labs, Inc. and GeoVax, Inc. All intercompany transactions have been eliminated in consolidation. The financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of interim 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, 2021. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of the date these financial statements are issued, the Company expects its existing cash and cash equivalents to be sufficient to fund its operations for at least the next twelve months. Since inception, the Company’s activities have consisted primarily of performing research and development to advance its technologies. The Company expects to continue to generate operating losses in the foreseeable future and will require additional funding to continue its research and development activities. The Company may seek funds through further equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements.

Recent Accounting Pronouncements – During the six months ended June 30, 2022, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.

3.         Balance Sheet Components

Prepaid Expenses – Prepaid expenses consist of the following:

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	1,020,352	$	-
Prepaid insurance premiums		42,383		123,248
Prepaid rent		13,045		13,045
Other prepaid expenses		60,000		19,947
Total prepaid expenses	$	1,135,780	$	156,240

5

 

Property and Equipment – Property and equipment consist of the following:

	June 30, 2022			December 31, 2021
Equipment and furnishings	$	673,937		$	591,554
Leasehold improvements		115,605			115,605
Total property and equipment		789,542			707,159
Accumulated depreciation and amortization		(574,759	)		(550,221	)
Total property and equipment, net	$	214,783		$	156,938

Other Assets – Other assets consist of the following:

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	976,498	$	-
Lease deposit		11,010		11,010
Total other assets	$	987,508	$	11,010

Accrued Expenses – Accrued expenses consist of the following:

	June 30, 2022		December 31, 2021
Accrued technology license fees – current portion	$	3,000,000	$	3,000,000
Accrued compensation		4,583		269,000
Other accrued expenses		125,970		108,826
Total accrued expenses	$	3,130,553	$	3,377,826

Other Liabilities – Other liabilities were $2,000,000 at June 30, 2022 and December 31, 2021 and consist of the noncurrent portion of accrued technology license fees.

4.         Commitments

Operating Lease – We lease approximately 8,400 square feet of office and laboratory space pursuant to an operating lease which expires on December 31, 2022. Rent expense for the three-month and six-month periods ended June 30, 2022 was $44,089 and $88,178, respectively, as compared to $42,803 and $85,607, respectively, for the same periods of 2021. Future minimum lease payments total $88,178 in 2022, although the lease may be terminated at any time by either party with ninety days written notice.

License Agreements – We have entered into license agreements for various technologies and patent rights associated with our product development activities. These agreements may contain provisions for upfront payments, milestone fees due upon the achievement of selected development and regulatory events, minimum annual royalties or other fees, and royalties based on future net sales. Aggregate unrecorded future minimum payments under these agreements (excluding milestone and royalty payments due upon contingent future events) are approximately $124,200 in 2022, $127,500 in 2023, $127,500 in 2024, $27,500 in 2025 and $27,500 in 2026.

Other Commitments – In the normal course of business, we enter into various firm purchase commitments and other contractual obligations related to production and testing of our product candidates, conduct of clinical trials and preclinical research studies, and other activities. As of June 30, 2022, there are approximately $1,082,000 of unrecorded noncancelable purchase commitments to our vendors and subcontractors, the majority of which we expect will be due in 2022.

5.         Stockholders’ Equity

January 2022 Private Placement – On January 19, 2022, we closed a private placement of 707,484 shares of common stock, a pre-funded warrant to purchase 2,360,000 shares of common stock for a nominal exercise price per share (the “Jan 2022 Pre-Funded Warrant”), and a warrant to purchase up to 3,067,484 shares of common stock at an exercise price of $3.26 per share (the “Jan 2022 Common Warrant”). Net proceeds after deducting placement agent commissions and other offering expenses were approximately $9.2 million. During March 2022, the Jan 2022 Pre-Funded Warrant was exercised in full. The Jan 2022 Common Warrant is currently exercisable and will expire on February 10, 2027.

6

 

May 2022 Private Placement – On May 27, 2022, we closed a private placement of 1,050,000 shares of common stock, pre-funded warrants to purchase an aggregate of 11,071,214 shares of common stock for a nominal exercise price per share (the “May 2022 Pre-Funded Warrants”), and preferred investment options to purchase up to an aggregate of 12,121,214 shares of common stock at an exercise price of $1.65 per share (the “May 2022 Preferred Investment Options”). Net proceeds after deducting placement agent commissions and other offering expenses were approximately $18.5 million.

The May 2022 Pre-Funded Warrants were exercised as to 1,980,304 shares concurrent with the closing and during June 2022 an aggregate of 3,690,910 additional shares were exercised, leaving 5,400,000 of the May 2022 Pre-Funded Warrants outstanding at June 30, 2022. The remaining May 2022 Pre-Funded Warrants were fully exercised during July 2022 (see Note 9).

As of June 30, 2022, the May 2022 Preferred Investment Options are currently exercisable (subject to certain common stock ownership restrictions contained in the warrant agreements) and expire as to 3,030,304 shares on May 27, 2027 and as to 9,090,910 shares on May 29, 2028. During August 2022, 3,030,304 of the May 2022 Preferred Investment Options were exercised for cash (see Note 9).

Other Common Stock Transactions – During the six months ended June 30, 2022, we issued 68,500 shares of restricted common stock pursuant to a consulting agreement.

Stock Options – We have a stock-based incentive plan (the “2020 Plan”) pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of 1,500,000 shares of our common stock are reserved for issuance pursuant to the 2020 Plan. During the six months ended June 30, 2022, there were no stock option transactions related to the 2020 Plan. As of June 30, 2022, there are 962,300 stock options outstanding, with a weighted-average exercise price of $3.18 per share and a weighted-average remaining term of 8.8 years.

Stock Purchase Warrants – The table below presents summary information about our warrants outstanding as of June 30, 2022.

Warrant Description	Number of Shares		Exercise Price		Expiration
2020 Warrants		120,000	$	1.65	Jun 2025
2020 Unit Warrants		2,396,631		5.00	Sep 2025
2020 Representative Warrants		128,000		5.50	Mar 2024
2021 Representative Warrants		72,000		6.875	Aug 2024
2021 Warrants		100,000		13.00	Sep 2026
Jan 2022 Common Warrants		3,067,484		3.26	Feb 2027
May 2022 Pre-Funded Warrants		5,400,000		0.001	perpetual
May 2022 Preferred Investment Options		9,090,910		1.65	May 2028
May 2022 Preferred Investment Options		3,030,304		1.65	May 2027
Total Warrants Outstanding at June 30, 2022		23,405,329

6.         Stock-Based Compensation Expense

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 classification of the individual to whom the award is granted. As of June 30, 2022, there is $1,039,762 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 1.9 years.

We also have issued shares of restricted common stock to consultants and recognize the related expense over the terms of the related agreements. As of June 30, 2022, there is $60,000 recorded as a prepaid expense for these arrangements, which will be recognized as expense over the term of the related agreement.

The following table summarizes our total stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock options:
Research and development	$	54,293	$	21,468	$	108,585	$	42,936
General and administrative		135,898		34,722		271,797		69,444
Total stock option expense		190,191		56,190		380,382		112,380
Stock awards (consultants):
General and administrative		16,987		30,573		31,947		51,173
Total stock-based compensation expense	$	207,178	$	86,763	$	412,329	$	163,553

7

 

7.         Net Loss Per Share

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding, including the May 2022 Pre-Funded Warrants outstanding at June 30, 2022. The Company’s additional potentially dilutive securities, which include stock options and stock purchase warrants, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. The securities that could potentially dilute basic earnings per share in the future and that have been excluded from the computation of diluted net loss per share totaled 18,967,629 and 3,395,635 shares at June 30, 2022 and 2021, respectively.

8.         Income Taxes

No provision for income taxes was recorded in either of the six-month periods ended June 30, 2022 and 2021. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of June 30, 2022.

9.         Subsequent Events

During July 2022, we issued 75,000 shares of restricted common stock to a consultant and will recognize the related expense of $60,750 over the term of the related agreement.

During July 2022, we issued an aggregate of 5,400,000 shares of common stock upon the exercise of the May 2022 Pre-Funded Warrants. Subsequent to these exercises, none of the May 2022 Pre-Funded Warrants remain outstanding.

During August 2022, we issued an aggregate of 3,030,304 shares of common stock upon the partial exercise of the May 2022 Preferred Investment Options, with gross cash proceeds to us of $5,000,000. Subsequent to these exercises, 9,090,910 of the May 2022 Preferred Investment Options remain outstanding.

8

 

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto and other disclosures included in this Quarterly Report on Form 10-Q (this “Report”), and our audited financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on March 9, 2022.

Forward-Looking Statements

Information included in this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. All statements in this Report, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, intentions, expectations and objectives could be forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We operate in a highly competitive, highly regulated and rapidly changing environment and our business is constantly evolving. Therefore, it is likely that new risks will emerge, and that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors or changes therein, or to assess either the impact of all such risk factors on our business. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.

Overview

GeoVax is a clinical-stage biotechnology company developing immunotherapies and vaccines against infectious diseases and cancers using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials in COVID-19 and head and neck cancer. Additional research and development programs include preventive vaccines against Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa) and malaria, as well as immunotherapies for solid tumors.

Our programs are in various stages of development, the most significant of which are summarized below:

● GEO-CM04S1 is currently undergoing a Phase 2 clinical trial (NCT04977024), evaluating its safety and efficacy as a preventive COVID-19 vaccine in patients who have previously received either an allogeneic hematopoietic cell transplant, an autologous hematopoietic cell transplant or chimeric antigen receptor (CAR) T cell therapy. GEO-CM04S1 is the only COVID-19 vaccine that includes both SARS-CoV-2 spike and nucleocapsid proteins to advance to a Phase 2 trial in cancer patients. The trial is also the first to compare an investigational multi-antigenic COVID-19 vaccine to the current Food and Drug Administration (FDA)-approved mRNA vaccine from Pfizer/BioNTech in people who are immunocompromised.

● GEO-CM04S1 is also undergoing the Phase 2 portion of a Phase 1/2 trial (NCT04639466), evaluating its use as a universal booster vaccine to current FDA-approved two-shot mRNA vaccines from Pfizer/BioNTech and Moderna.

● Gedeptin® is currently undergoing a Phase 1/2 clinical trial (NCT03754933) for treatment of patients with recurrent head and neck squamous cell carcinoma (HNSCC). The initial stage of this trial is being conducted with funding support from the U.S. Food & Drug Administration (FDA) pursuant to its Orphan Products Clinical Trials Grants Program.

● GEO-CM02 (our pan coronavirus vaccine) has shown promising results in preclinical studies to date and we have recently initiated additional studies to prepare for IND (Investigational New Drug) filing and subsequent human clinical trials.

● Our research program for treatment of solid tumors (MVA-VLP-MUC1) is progressing with additional preclinical studies recently initiated. The initial animal studies of our MVA-VLP-MUC1 vaccine and ICI combination, have been encouraging, showing that a combination of our MVA-VLP-MUC1 vaccine candidate with a MUC1 synthetic peptide was capable of breaking tolerance to human MUC1 in transgenic mice and inducing immune responses with efficacy against challenge in a lymphoma tumor model. Our studies also demonstrated a significant reduction of the tumor burden in a mouse model for colorectal cancer. We have initiated animal studies to determine the optimal course and schedule of vaccination to define a protocol that can be evaluated in a Phase 1 clinical trial.

● Our additional research programs for vaccines against Zika virus, malaria and hemorrhagic fever viruses are at various stages of preclinical development.

9

Financial Overview

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. We have not generated any revenues from product sales to date. 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.

Research and development expenses

Since our inception, we have focused and we continue to focus significant resources on our research and development activities, including developing our vector platform and analytical testing methods, conducting preclinical studies, developing manufacturing processes, and conducting clinical trials. Research and development costs are expensed as incurred and consist primarily of the following:

● personnel costs in our research, development and regulatory functions, which include salaries, benefits and stock-based compensation;

● expenses incurred under agreements with contract research organizations (“CROs”), that conduct clinical trials on our behalf;

● expenses incurred under agreements with contract manufacturing organizations (“CMOs”), that manufacture product used in the clinical trials;

● expenses incurred in procuring materials and for analytical and release testing services required to produce vaccine candidates used in clinical trials;

● process development expenses incurred internally and externally to improve the efficiency and yield of the bulk vaccine;

● laboratory supplies, vendor expenses and other third-party contract expenses related to preclinical research activities;

● technology license fees;

● consultant expenses for services supporting our clinical, regulatory and manufacturing activities; and

● facilities, depreciation and other general overhead expenses.

We track our external research and development costs on a program-by-program basis. We do not track our internal research and development expenses on a program-by-program basis as they primarily relate to shared costs deployed across multiple projects under development.

Our research and development expenses can fluctuate considerably on a period-to-period basis. We expect our research and development expenses to increase substantially in the future as we advance our existing and future product candidates into and through clinical trials and pursue regulatory approval. The process of conducting the necessary clinical studies to obtain regulatory approval is costly and time-consuming. Clinical trials generally become larger and more costly to conduct as they advance into later stages.

At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of any product candidates that we develop from our programs. We are also unable to predict when, if ever, material net cash inflows will commence from sales of product candidates we develop, if at all. This is due to the numerous risks and uncertainties associated with developing product candidates.

General and administrative expenses

Our general and administrative expenses consist primarily of personnel costs in our executive, finance and investor relations, business development and administrative functions, including stock-based compensation. Other general and administrative expenses include consulting fees, professional service fees for accounting and legal services, lease expenses related to our offices, insurance premiums, intellectual property costs incurred in connection with filing and prosecuting patent applications, depreciation and other costs. We expect our general and administrative expenses to continue to increase in the future as we expand our operating activities and prepare for potential commercialization of our current and future product candidates, increase our headcount and investor relations activities and maintain compliance with requirements of Nasdaq and the Securities and Exchange Commission.

10

Critical Accounting Policies and Estimates

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

For a description of critical accounting policies that require significant judgments and estimates during 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, 2021. There have been no significant changes to our critical accounting policies from those disclosed in our 2021 Annual Report.

Information regarding recent accounting pronouncements is contained in Note 2 to the condensed consolidated financial statements, included in this Quarterly Report.

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, other than the operating lease for our office and laboratory space.

Results of Operations

The following tables summarize our results of operations for the three-month and six-month periods ended June 30, 2022 and 2021:

	Three Months Ended June 30,
	2022			2021			Change
Grant revenue	$	-		$	79,708		$	(79,708	)
Operating expenses:
Research and development		1,307,177			832,835			474,342
General and administrative		935,311			733,499			201,812
Total operating expenses		2,242,488			1,566,334			676,154
Loss from operations		(2,242,488	)		(1,486,626	)		(755,862	)
Total other income (expense), net		789			172,593			(171,804	)
Net loss	$	(2,241,699	)	$	(1,314,033	)	$	(927,666	)

	Six Months Ended June 30,
	2022			2021			Change
Grant revenue	$	81,526		$	190,125		$	(108,599	)
Operating expenses:
Research and development		2,637,721			1,435,618			1,202,103
General and administrative		2,114,335			1,805,209			309,126
Total operating expenses		4,752,056			3,240,827			1,511,229
Loss from operations		(4,670,530	)		(3,050,702	)		(1,619,828	)
Total other income (expense), net		1,316			173,891			(172,575	)
Net loss	$	(4,669,214	)	$	(2,876,811	)	$	(1,792,403	)

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Grant Revenues

The following table summarizes our grant revenues for the three-month and six-month periods ended June 30, 2022 and 2021:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Lassa Fever – U.S. Army Grant	$	-	$	-	$	81,526	$	-
COVID-19 – NIH SBIR Grant		-		79,708		-		190,125
Total	$	-	$	79,708	$	81,526	$	190,125

Total grant revenues decreased by $79,708 (100%) for the three-month period ended June 30, 2022 and by $108,599 (57%) for the six-month period ended June 30, 2022, versus the comparable 2021 periods, attributable to the differing mix of active grants as shown in the table above, as well as the timing of expenditures related to such grants. As of June 30, 2022, all grant funds approved for direct use by GeoVax have been utilized.

Research and Development Expenses

For the three-month and six-month periods ending June 30, 2022, research and development expenses increased by $474,342 (57%) and $1,202,103 (84%), respectively, versus the comparable 2021 periods. The overall increase during the 2022 periods relates primarily to higher personnel costs (including the use of external consultants), costs of conducting clinical trials for GEO-CM04S1 and Gedeptin, costs of manufacturing materials for use in our clinical trials, and a generally higher level of activity. Research and development expense for the three-month and six-month periods of 2022 included stock-based compensation expense of $54,293 and $108,585, respectively; as compared to $21,468 and $42,936, respectively, for the comparable 2021 periods.

General and Administrative Expenses

For the three-month and six-month periods ending June 30, 2022, general and administrative expenses increased by $201,812 (28%) and $309,126 (17%), respectively, versus the comparable 2021 periods. The overall increase during the 2022 periods relates primarily to higher personnel costs (including the use of external consultants), patent costs and travel expenses. General and administrative expense for the three-month and six-month periods of 2022 included stock-based compensation expense of $152,885 and $303,744, respectively; as compared to $65,295 and $120,617, respectively, for the comparable periods of 2021.

Other Income (Expense)

Interest income for the three-month and six-month periods ended June 30, 2022 was $789 and $1,316, respectively, as compared to $1,068 and $3,121, respectively, for comparable periods of 2021. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations.

No interest expense was recorded during the three-month and six-month periods ended June 30, 2022. Interest expense for the three-month and six-month periods ended June 30, 2021 was $531 and $1,286, respectively.

During the three-month and six-month periods ended June 30, 2021, we recorded a $172,056 one-time gain on debt extinguishment associated with the forgiveness of the principal and accrued interest related to our Paycheck Protection Program (PPP) loan.

12

Liquidity, Capital Resources and Cash Flows

The following tables summarize our liquidity and capital resources as of June 30, 2022 and December 31, 2021, and our cash flows for the six-month periods ended June 30, 2022 and 2021:

Liquidity and Capital Resources	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	30,902,454	$	11,423,870
Working capital		28,670,366		6,193,756

	Six Months Ended June 30,
Cash Flow Data	2022			2021
Net cash provided by (used in):
Operating activities	$	(8,166,818	)	$	(2,879,566	)
Investing activities		(82,383	)		(19,929	)
Financing activities		27,727,785			12,554,212
Net increase in cash and cash equivalents	$	19,478,584		$	9,654,717

Operating Activities – Net cash used in operating activities of $8,166,818 for the six months ended June 30, 2022, was primarily due to our net loss of $4,669,214, as adjusted by non-cash items such as depreciation expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $2,879,566 for the six months ended June 30, 2021, was primarily due to our net loss of $2,876,811, also adjusted by non-cash charges such as depreciation and stock-based compensation expense, and by changes in our working capital accounts.

Investing Activities – Net cash used in investing activities was $82,383 and $19,929 for the six-month periods ended June 30, 2022 and 2021, respectively, and relates primarily to purchases of laboratory equipment.

Financing Activities – Net cash provided by financing activities was $27,727,785 for the six-month period ended June 30, 2022, consisting of net proceeds from a private placement of our common stock and warrants as described in Note 5 to the condensed consolidated financial statements, included in this Quarterly Report. Net cash provided by financing activities was $12,554,212 for the six-month period ended June 30, 2021, consisting primarily of (i) net proceeds of $9,408,920 from a public offering of our common stock, (ii) $3,174,156 of net proceeds from the exercise of warrants, and (iii) $27,864 in principal repayments in retirement of a note payable.

Funding Requirements

We have no products approved for commercial sale. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize our product candidates. We do not know when, or if, this will occur. As of June 30, 2022, we have an accumulated deficit of approximately $69 million and we expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. We have funded our operations to date primarily from sales of our equity securities and from government grants and clinical trial assistance.

Our primary uses of capital are for personnel costs, costs of conducting clinical trials, manufacturing costs for materials used in clinical trials, third-party research services, laboratory and related supplies, technology license fees, legal and other regulatory expenses, and general overhead costs. We expect these costs will continue to be the primary operating capital requirements for the near future.

Our future expenditures are likely to be highly volatile in future periods depending on the outcomes of our clinical trials and preclinical studies. We expect our research and development costs to increase as we continue development of our various programs and as we move toward later stages of development, especially with regard to the ongoing clinical trials for Gedeptin and CEO-CM04S1. We expect our general and administrative expenses to increase commensurately in support of expanded research and development efforts.

As of the date of this Quarterly Report, we expect our existing cash and cash equivalents will be sufficient to fund our operations over at least the next twelve months.

13

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use our available capital resources sooner than we expect. Our future capital requirements will depend on many factors, which include but are not limited to:

● the timing and costs of our ongoing and planned clinical trials;

● the timing and costs of manufacturing material for use in clinical trials;

● the number and scope of our research programs and the speed at which they are advanced;

● the progress and success of our preclinical and clinical development activities;

● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights;

● the costs to attract and retain skilled personnel;

● the costs to maintain and expand our infrastructure to support our operations, our product development, and planned future commercialization efforts;

● the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements;

● the costs associated with any products or technologies that we may in-license or acquire; and

● the costs and timing of regulatory approvals.

We will need to continue to raise additional capital to support our future operating activities, including progression of our development programs, preparation for commercialization, and other operating costs. Financing strategies we may pursue include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances or licensing arrangements with third parties. There can be no assurances additional capital will be available to secure additional financing, or if available, that it will be sufficient to meet our needs on favorable terms. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development of one or more of our product candidates.

Item 3         Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

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 or 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 were no significant changes in our internal control over financial reporting that occurred during the three months ended June 30, 2022 that have materially affected, or are 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.

14

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 Part I - Item 2 of this Quarterly Report on Form 10-Q. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A concerning any 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

Effective as of May 1, 2022, we renewed our agreement with Content Carnivores, LLC for an additional one-year period. In connection with the renewal, in May 2022, we issued 68,500 shares of our common stock to Content Carnivores, LLC as a restricted stock award under our 2020 Stock Incentive Plan with a value at that date of $72,000. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

There were no other sales of unregistered securities during the period covered by this report that have not previously been reported 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.

15

Item 6	Exhibits
Exhibit
Number	Description
10.1	Securities Purchase Agreement, dated January 14, 2022 (2)
10.2	Registration Rights Agreement, dated January 14, 2022 (2)
10.3	Form of Common Warrant, dated January 19, 2022 (2)
10.4	Form of PIPE Securities Purchase Agreement, dated May 25, 2022 (4)
10.5	Form of RD Securities Purchase Agreement, dated May 25, 2022 (4)
10.6	Form of Registration Rights Agreement, dated May 25, 2022 (4)
10.7	Form of PIPE Pre-Funded Warrant, dated May 27, 2022 (4)
10.8	Form of PIPE Preferred Investment Options, dated May 27, 2022 (4)
10.9	Form of RD Preferred Investment Options, dated May 27, 2022 (4)
10.10**	Employment Agreement between GeoVax, Inc. and Mark J. Newman, PhD, as Amended and Restated March 9, 2022 (3)
10.11*,**	Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD
10.12*,**	Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD
10.13*,**	Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD
10.14**	Consulting Agreement by and between GeoVax, Inc. and Kelly T. McKee, MD, dated December 22, 2021 (3)
10.15	Summary of the GeoVax Labs, Inc. Director Compensation Plan (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.INS	Inline XBRL Instance Document (1)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
104	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q and included in the Exhibit 101 Inline XBRL Document Set (1)

*	Filed herewith
**	Indicates a management contract or compensatory plan or arrangement
(1)	These interactive data files shall not be deemed filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under these sections.
(2)	Incorporated by reference from the registrant’s Current Report on Form 8-K filed January 20, 2022.
(3)	Incorporated by reference from the registrant’s Annual Report on Form 10-K filed March 9, 2022.
(4)	Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 27, 2022.

16

SIGNATURES

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

		GEOVAX LABS, INC.
		(Registrant)
Date:         August 3, 2022	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer
		(duly authorized officer and principal
		financial officer)

17

EX-10.11

Exhibit 10.11

AMENDMENT NUMBER ONE

TO

EMPLOYMENT AGREEMENT

This AMENDMENT NUMBER ONE is between GEOVAX LABS, INC., a Georgia corporation (the "Company") and Mark J. Newman ("Employee") and is entered into effective as of the date the Company or Employee signs this Amendment Number One, whichever comes last.

WHEREAS, the Company and Employee entered into a new employment agreement effective as of March 1, 2022 (the "Employment Agreement"); and

WHEREAS, the Company and Employee desire to amend the Employment Agreement as set forth in this AMENDMENT NUMBER ONE.

NOW, THEREFORE, the Company and Employee for such consideration as each deems full and adequate do hereby agree that the Employment Agreement be, and hereby is, amended to add a new § 30 as follows:

§ 30. § 409A and § 409A Change in Control.

(a)         Interpretation. The Parties intend that the Employment Agreement since first effective be, and continue as the Amended Employment Agreement to be, interpreted to comply with, or satisfy an exemption under § 409A of the Internal Revenue Code of 1986, as amended ("409A"). For example, any requirement that Employee have a termination of employment shall be interpreted as a requirement that the employee have a "separation from service" within the meaning of § 409A.

(b)         Specified Person. If the Company is a public company and Employee is a "specified person" under § 409A at the time that Employee has a separation from service, the payment of any severance under § 12(b) of the Amended Employment Agreement and any payments due under this § 30 shall be suspended until the date of Employee's death or the date which is 6 months and one day after the date of Employee's separation from service, whichever comes first, at which time all payments then due at the end of such suspension shall be paid in a lump sum.

(c)         Expense Reimbursements. Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the policies, practices and procedures of the Company; provided, however, for purposes of complying with § 409A (1) the amount of such expenses eligible for reimbursement in any calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (2) no such reimbursement may be exchanged or liquidated for another payment or benefit, and (3) any reimbursements of such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar year in which the related expenses are incurred.

1

(d)         Change in Control Definitions. For purposes of this § 30--

Amended Employment Agreement. "Amended Employment Agreement" means the employment agreement between Employee and the Company dated March 1, 2022, as amended by this Amendment Number One.

Benchmark Date. "Benchmark Date" means March 1, 2022.

Board. "Board" means the board of directors of the Company.

Cause. Each of the following constitutes "Cause":

(1)    Employee clearly breaches the terms of the Amended Employment Agreement in any material respect.

(2)    Employee clearly fails in any material respect to properly perform Employee's duties and responsibilities as an officer of the Company or clearly fails in any material respect to comply with the Company's published policies and procedures.

(3)    There is a conclusive determination that Employee clearly has committed any fraud, theft, embezzlement or other criminal act of a similar nature against the Company.

(4)    Employee fails or refuses to follow in any material respect reasonable and proper directives of the Board.

(5)    Employee engages in willful or reckless conduct outside the workplace which clearly causes material damage to the Company or the Company's business.

(6)    Employee misuses or abuses alcohol, drugs or controlled substances in a manner which clearly and adversely affects the performance of Employee's duties and responsibilities or the business or reputation of the Company.

(7)    Employee uses or discloses in an unauthorized way the Company's confidential or trade secret information.

(8)    Provided, however, no reason set forth in this definition shall constitute Cause unless Employee upon written notice is given a reasonable period to effect a cure or a correction if the reason is curable or correctible as determined by the Board.

2

Change in Control. A "Change in Control" shall mean:

(1)         The acquisition by any individual, entity or group (within the meaning of § 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by a Person who is on the Benchmark Date the beneficial owner of 35% or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, (iii) any acquisition by the Company which reduces the number of Outstanding Company Voting Securities and thereby results in any person having beneficial ownership of more than 35% of the Outstanding Company Voting Securities, or (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (v) any acquisition by any corporation pursuant to a transaction which meets the requirements of clauses (i) and (ii) of subsection (2) of this definition; or

(2)         The consummation after the Benchmark Date of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding shares of the Company's common stock (the "Outstanding Company Common Stock") and Outstanding Company Voting Securities immediately prior to such Business Combination (individually a "Company Owner") beneficially continue to own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as each Company Owner's ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (ii) no Person (excluding any Company Owner, the Company or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding voting securities of such corporation; or

(3)         A majority of the individuals who, as of the Benchmark Date, constitute the Board (the "Incumbent Directors") are replaced within a twelve (12) month period by directors whose appointment or election was not approved by a majority of the Incumbent Board and who were elected as a result of an election contest with respect to the election or removal of directors ("Election Contest") or other actual or threatened solicitation of proxies or consents by or on behalf of any "person" (such term for purposes of this definition being as defined in § 3(a)(9) of the Exchange Act, and as used in § 13(d)(3) and § 14(d)(2) of the Exchange Act) other than the Incumbent Board ("Proxy Contest"); provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall thereafter be an Incumbent Director.

3

Good Reason. Each of the following constitutes "Good Reason":

(1)    A material reduction of Employee’s total compensation package (including Employee's base salary, annual bonus opportunities, benefits and stock option and other equity grant opportunities) as in effect on the Benchmark Date or as thereafter increased from time to time.

(2)    Any change in Employee’s direct reporting relationship to the Chief Executive Officer of the Company.

(3)    Any reduction (absent Employee’s express, written consent) in Employee’s duties and responsibilities as the Company’s Chief Scientific Officer.

(4)    A physical change after the Benchmark Date of twenty-five miles or more in Employee’s principal place of employment with the Company absent Employee's express, written consent.

(5)    Provided, however, no reason set forth in this definition shall constitute Good Reason unless the Company upon written notice is given a reasonable period to effect a cure or a correction if the reason is curable or correctable.

§ 409A Change in Control. A "§ 409A Change in Control" shall mean a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

(e)         Change in Control Benefits.

(1)         If Employee at any time during the three month period which immediately precedes the date of a Change in Control or during the one year period which starts on the date of a Change in Control has a separation from service as a result of Employee's employment being terminated without Cause or Employee resigning for Good Reason, then the Company shall (subject to § 30(b)) pay, or begin to pay, or provide, or begin to provide, the following--

(i)           an amount in cash equal to two times Employee's then base salary and Employee's then target annual bonus, if any, plus

(ii)         an amount in cash equal to two times the cost to provide to Employee any 401k or other deferred compensation or health and welfare benefits as such cost was reported in the Company's most recent proxy statement, plus

(iii)         full, complete and immediate vesting of all of Employee's stock options, restricted stock grants and other equity or equity-type grants, plus

(iv)         a Gross Up Payment per § 30(e)(3), if applicable.

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(2)         If the Change in Control is a § 409A Change in Control, then the cash payments described in § 30(e)(1) shall (subject to § 30(b)) be paid in a lump sum. If the Change in Control is not a § 409A Change in Control, then such cash payments shall (subject to § 30(b)) be paid (per § 11(c) of the Amended Employment Agreement) in equal installments each regular pay day of the Company for a number of pay days equal to Employee's number of then completed full years of service. If any payments are suspended per § 30(b), then all payments which were suspended per § 30(b) shall be paid in a lump sum at the expiration of the suspension period per § 30(b).

(3)         Gross Up Payment. If a Change of Control constitutes a “change of control” (within the meaning of §280G of the Code) and a nationally recognized US certified public accounting firm selected by Employee and reasonably acceptable to the Company determines that any vesting of any option exercise rights or payments or other benefits called for as a result of such Change in Control or under any other plan or arrangement of the Company (whether vested or paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise, but determined without regard to any additional payments required under this § 30(e)(3) (collectively the “Payments”) would be subject to the excise tax imposed by § 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties are hereinafter collectively referred to as the “Excise Tax”), then the Company shall make a timely payment on the Employee’s behalf to the US Treasury or other applicable taxing authority (a “Gross-Up Payment”) in an amount such that, if such payment had been made directly to Employee and the Employee had paid all Excise Taxes (including any interest or penalties imposed with respect to such taxes) and other taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee would have retained an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments plus any additional Excise Tax imposed on the Gross-Up Payment.

(4)         Survival of Company's Obligation. Company's obligation to make the Gross-Up Payment and all other payments and benefits called for in this § 30 shall survive Employee’s separation from service with the Company.

(5)         Release. Company shall have the right to make all payments and benefits called for in this § 30 subject to the condition that Employee sign a general release of claims against the Company substantially in the form attached to this Amendment Number One as EXHIBIT A and that such release becomes irrevocable no later than the end of the sixty (60) day period which starts on the date of Employee's separation from service; provided, however, such release condition shall only be applicable if the Company delivers such release to Employee on or before the date of Employee's separation from service. If the release condition set forth in this § 30(e)(5) is applicable and the release becomes irrevocable no later than the end of such sixty (60) day period, the Company shall have the discretion to suspend any and all payments and benefits called for in this § 30 until the end of such sixty (60) day period, but then all such payments and benefits then due shall be paid or provided at a time determined by the Company in its discretion which is no later than the end of the ten (10) day period which starts on the last day of such sixty (60) day period.

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This Amendment Number One may be signed in counterparts, each of which shall be deemed one and the same Amendment Number One.

GeoVax Labs, Inc.

By:

Title:

Date:

Mark J. Newman

Date:

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EXHIBIT A

GENERAL RELEASE

This General Release Agreement (this "Agreement") is made and entered into this ___ day of _____________, 20__ by and between GeoVax Labs, Inc (the "Company") and ________________ ("Employee").

WITNESSETH

WHEREAS, the Company delivered this Agreement to Employee on ___________ [month] __[day], 20__ (the "Delivery Date"); and

WHEREAS. Employee currently has, or shortly will have, a right to a severance benefit pursuant to § 19 of Employee's Employment Agreement with the Company (the "Employment Agreement"); and

WHEREAS, the Company as a condition to the payment of such severance benefit has the right to require the Employee to timely sign this General Release Agreement and that this General Release Agreement thereafter become irrevocable;

NOW THEREFORE, the Company and Employee for such consideration as each deems full and adequate do agree as follows:

§ 1         Employee, on behalf of Employee, his heirs, executors, personal representatives and administrators, irrevocably assigns, knowingly and unconditionally releases, remises and discharges the Company, its parents, all current or former affiliated or related companies of the Company and its partnerships, or joint ventures, and, with respect to each of them, all of the Company’s or such related entities’ predecessors and successors, and with respect to each such entity, its past and present officers, trustees, directors, managers, employees, equity holders, advisors and counsel (collectively, the “Company Parties”) from any and all actions, causes of action, charges, complaints, claims, damages, demands, debts, lawsuits, rights, understandings and obligations of any kind, nature or description whatsoever, known or unknown (collectively, the “Claims”), arising out of or relating to the Employee’s employment with the Company and Employee’s termination of employment with the Company (the “General Release”).

A-1

§ 2         This General Release by Employee includes, without limitation, (i) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the last day of Employee’s employment by the Company, regardless of ripeness or other limitation on immediate pursuit of any Claim in the absence of this Agreement; (ii) all Claims relating to or arising out of Employee’s employment with and transition or termination from the Company, including, without limitation, any Claims arising under the Employment Agreement; (iii) all Claims (including Claims for discrimination, harassment, and retaliation) arising under any federal, state or local statute, regulation, ordinance, or the common law, including without limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Equal Pay Act, the Fair Labor Standards Act, 42 U.S.C. § 1981, and any other federal or state law, local ordinance or common law claim, including for wrongful discharge, breach of implied or express contract, intentional or negligent infliction of emotional distress, defamation or other tort; (iv) all Claims for reinstatement, attorney’s fees, interest, costs, or additional compensation; and (v) any claims Employee may have pursuant to an internal grievance procedure at Company (including for the avoidance of doubt, all of its subsidiaries or affiliates).

§ 3         For the purpose of implementing a full and complete release, Employee understands and agrees that this General Release is intended to include all claims, if any, which Employee may have and which Employee does not now know or suspect to exist in Employee's favor against the Company Parties and this General Release extinguishes those claims. Accordingly, Employee expressly waives all rights afforded by any state statute or regulation in any applicable jurisdiction prohibiting, limiting, or restricting the waiver of unknown claims, to the extent so permitted by law. Employee makes this waiver with full knowledge of his rights and with specific intent to release both his known and unknown claims.

§ 4         This General Release does not release any Claim that relates to: (i) Employee’s right to enforce this Agreement; (ii) any rights Employee may have to indemnification from personal liability or to protection under the Company's charter or by laws or any insurance policy maintained by the Company, including without limitation any general liability, or directors and officers insurance policy; (iii) Employee’s right, if any, to government-provided unemployment and workers’ compensation benefits; or (iv) Employee’s rights under any Company employee benefit plans, which by their explicit terms survive the termination of Employee’s employment.

§ 5         Employee agrees that the consideration set forth in § 19 of the Employment Agreement shall constitute the entire consideration provided under this Agreement, and that Employee will not seek from the Company Parties any further compensation or other consideration for any claimed obligation, entitlement, damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement.

§ 6         Employee agrees to the release of all known and unknown claims, including expressly the waiver of any rights or claims arising out of the Federal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and in connection with such waiver of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Employee understands and agrees as follows:

(a)         Employee has the opportunity to consult with an attorney before signing this Agreement, and is hereby advised to do so;

A-2

(b)         Employee shall have a period of twenty-one (21) or, if required under ADEA, forty five (45) days from the Delivery Date in which to consider the terms of this Agreement (the “Review Period”). Employee may at his option execute this Agreement at any time during the Review Period. Employee agrees that by signing this Agreement prior to the expiration of the Review Period, Employee has voluntarily waived Employee's right to consider this Agreement for the full Review Period. If Employee does not return the signed Agreement to the Company prior to the expiration of the Review Period, then the offer of severance benefits set forth in § 5 shall lapse and shall be withdrawn by the Company;

(c)         Employee may revoke this Agreement at any time during the first seven (7) calendar days following Employee’s signing this Agreement, and this Agreement and release shall not be effective or enforceable until that seven-day period has expired. Notice of a revocation by the Employee must be made to the designated representative of the Company within the seven (7) calendar day period after Employee signs this Agreement. If Employee revokes this Agreement, it shall not be effective or enforceable, and the offer of severance benefits set forth in § 5 of this Agreement shall lapse and shall be withdrawn by the Company. Accordingly, the “Effective Date” of this Agreement shall be on the eighth (8th) calendar day after Employee signs this Agreement, provided that Employee does not revoke this Agreement during such seven (7) day revocation period;

(d)         Provided that Employee signs and does not revoke this Agreement, the Company shall pay Employee the amounts provided under § 19 of Employee's Employment Agreement in consideration of the General Release, including the release of any claims that Employee may have under the ADEA. In the event Employee elects to revoke this release pursuant to § 6(c), Employee shall notify Company by hand-delivery, express courier or certified mail, return receipt requested, within seven (7) days after signing this Agreement to: [to be completed before signing].

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Company and Employee have signed this Agreement effective as of the date Employee signs this Agreement.

GeoVax Labs, Inc.

By:

Title:

Employee

Date

[Signature Page to General Release]

EX-10.12

Exhibit 10.12

Employment Agreement

Between

GeoVax, Inc. and John W. Sharkey, PhD

This EMPLOYMENT AGREEMENT (the "Agreement") by and between GeoVax, Inc., a Georgia Corporation ("Company"), and John W. Sharkey, PhD ("Employee"; and with the Company, collectively, the "Parties"), is entered into and effective as of June 13, 2022 (the "Effective Date”).

Employee will serve as VP, Business Development of the Company. The Company and Employee desire that Employee be employed by the Company in the above capacity under the terms of this Agreement. Therefore, in consideration of the mutual covenants and agreements set forth herein, it is agreed:

1. Employment Duties.  Employee is hereby employed by the Company under the terms of this Agreement, and Employee accepts such employment. Employee shall serve in the capacity as defined above and shall perform the following duties (“Employees Duties”): such duties as are customary for someone in that position and duties that may be reasonably assigned from time to time by the President/CEO. Primary duties include but are not limited to contributing to the growth and development of the Company through the activities of in-licensing, out-licensing, M&A and related alliance management in support of the strategic corporate growth plans and objectives.

2. Term of Agreement.  The term of Employee’s employment shall commence on or about June 13, 2022 and shall end upon the termination of Employee’s employment with the Company as provided herein. The Company may terminate this Agreement at will and at its sole discretion as allowed under Georgia state law, by giving written notice to Employee, and such termination shall be effective on the termination date described in such notice (or such earlier time as the Company and Employee may agree). Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Company’s obligation to make any payments to Employee for services performed and expenses incurred prior to the date of such termination as long as the Employee is in good standing; and such termination shall not terminate Employee’s obligations under Sections 13-15, and 17-29 below. Employee shall have the right to terminate employment on one month written notice, and shall suitably perform all normal services during that one month period, if requested to do so by Company.

3. Base Salary. The base salary will be $240,000 on a full-time annualized basis. Performance and salary reviews are at the discretion of the President/CEO and/or Board of Directors.

4. Performance Reviews. Performance reviews will be conducted at least annually by the President/CEO or designee.

5. Annual Bonus Potential. An annual fiscal year bonus will be considered and recommended, if appropriate, by the supervisor and President/CEO and must be BOD approved. The targeted bonus will be 40% of base salary, but the actual amount shall be at the full discretion of the President/BOD based on Employee’s and the Company’s performance and achievement.

6. Equity Stock Incentive. An annual stock option grant will be based on a target of 75% of base salary, but actual option grants are performance based and at the discretion of the BOD based on Employee’s and the Company’s performance and achievement.

7. Moving Expenses. N/A

8. Temporary Living Expense. N/A

9. Other Business Expenses. N/A

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10. Benefits.

a. Group Insurance & 401(k) Benefits.  Employee will be eligible for Company group benefit programs generally provided to other full-time employees of similar status, including group medical insurance and 401(k) benefits.

b. Vacation.  Employee will accrue four weeks of paid vacation per year on a full-time basis. Vacation time is accrued on a pay period basis subject to the Company’s paid time off policy as documented in the Employee Handbook.

c. Holidays.  GeoVax will be closed on the following holidays: New Year’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after, and two days that include Christmas (to be determined by Company.

11. Termination.

a. Materials. Upon termination, Employee shall immediately return Company issued computers, phones, files, emails, documents and/or other Company owned devices and materials (including laboratory materials) to Company and shall not delete or destroy anything prior to return to Company.

b. By the Company with Cause. If Employee is terminated with cause, Employee’s employment, compensation, and benefits will terminate immediately (unless otherwise provided by law), and Employee shall not receive any severance payments.

c. By the Company without Cause. Company may terminate Employee at will without cause consistent with Georgia state law by providing written notice. Company and Employee will discuss whether it is appropriate under the circumstances to have a period during which Employee continues to carry out his function for the Company for normal or adjusted compensation during that period, however, Company shall make the final decision at its sole option. Company shall pay Employee any amounts due up through the date of termination.

d. By the Employee. Employee may voluntarily terminate his employment on 30 days written notice to the Company, and Employee’s employment, compensation and benefits will terminate on the effective date of termination (unless otherwise provided by law). Employee shall not receive any severance payments or other payments due after the date of termination. Company shall decide whether to allow Employee to leave immediately, and if so, will not be obligated to provide any further compensation or benefits.

12. Record Keeping and Payment. Employee shall keep and file with the Company an expense report for all business expenses for which Employee seeks reimbursement. Employee shall be reimbursed for such documented business expenses within thirty (30) days of submitting a request for reimbursement.

13. Proprietary Information. Employee agrees that all information, whether or not in writing, concerning the Company's business, technology, business goals, plans or strategies, relationships or financial affairs (collectively, "Proprietary Information") is and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including business or technical plans, strategies, methods, policies, resolutions, negotiations, or litigation; (b) marketing information, including strategies, methods, potential or present collaborator or vendor identities, or other information about prospects and prospect identities, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational and technological information, including research goals, plans, potential products, implementations, viral vectors, inserts, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas , discoveries, inventions, improvements, concepts and ideas; and (e) contract terms, licenses, license negotiation negotiations strategies, potential licensees or licensors; and (f) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations, and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company from its collaborators, vendors, or suppliers or other third parties. Proprietary Information does not include information that a) is in the public domain or enters the public domain through no breach of this Agreement by Employee; b) information that is in Employee’s possession prior to receipt from the Company; or c) information that is disclosed to Employee by a third party who is not under a direct or indirect obligation of confidentiality to the Company with respect thereto.

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14. Recognition of Company's Rights. Employee shall not, at any time, without the Company's prior written permission, either during or after Employee’s employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of Employee’s duties as an employee of the Company. Employee shall cooperate with the Company and use reasonable best efforts to prevent the unauthorized disclosure of all Proprietary Information. Employee shall deliver to the Company all copies of Proprietary Information in Employee’s possession or control upon the earlier of a request by the Company or termination of Employee’s employment.

15. Rights of Others. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of Proprietary Information. Employee agrees to be bound by the terms of such agreements in the event Employee has access to such Proprietary Information, provided that the Company has informed Employee that such information is subject to a confidentiality agreement with a third party.

16. Commitment to Company; Avoidance of Conflict of Interest. While an employee of the Company, Employee will devote Employee’s full-time efforts to the Company's business and will not engage in any other business activity that conflicts with Employee’s duties to the Company. Employee will advise the CEO of the Company or his or her nominee at such time if any activity of either the Company or another business presents Employee with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. Employee will take whatever reasonable action is requested by the Company to resolve any conflict or appearance of conflict which it finds to exist.

17. Inventions. Employee will make full and prompt written disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, compositions of matter, methods of use, processes of preparation, other processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Employee (alone or jointly with others) or under Employee’s direction during the period of employment for the Company (collectively “Inventions”). Employee acknowledges that all work performed by Employee is on a “work for hire” basis, and Employee hereby does assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all Employee’s rights, title, and interest in all Inventions that (a) relate to the business of the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to Employee by the Company; or (c) result from the use of premises, laboratories, equipment, physical space, or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company (“Company­ Related Inventions”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

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18. Documents and Other Materials. Employee will keep and maintain adequate and current records of all Proprietary Information and Company-Related Inventions developed by Employee during employment, which records will be available to and remain the sole property of the Company at all times.

All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic, or other tangible material containing Proprietary Information, whether created by Employee or others, which come into Employee’s custody or possession, are the exclusive property of the Company to be used by Employee only in the performance of Employee’s duties for the Company. Any property situated on the Company's premises and owned by the Company, including without limitation computers, disks, and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of Employee's employment for any reason, Employee will deliver to the Company all Company property and equipment in Employee’s possession, custody or control, including all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to Employee’s work, and will not take or keep in Employee’s possession any of the foregoing or any copies.

19. Enforcement of Intellectual Property Rights. Employee will cooperate fully with the Company, both during and after employment with the Company, with respect to the procurement, maintenance, and enforcement of Intellectual Property Rights in Company-Related Inventions. Employee will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Inventions. If the Company is unable, after reasonable effort, to secure Employee’s signature on any such papers, Employee hereby irrevocably designates and appoints each officer of the Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Inventions. Other than with regard to signing these various papers, which shall be done without remuneration, any cooperation Employee provides to the Company after the term of Employee’s employment with the Company shall be provided at Company's reasonable expense.

20. Non-Competition and Non-Solicitation. To protect the Company's Proprietary Information and good will, during Employee's employment and for a period of one (1) year following the termination of Employee’s employment for any reason (the “Restricted Period”):

(a) Employee will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the United States or elsewhere that develops, manufactures or markets any products, or performs any services, that are otherwise competitive with or similar to the products or services in the Company's Field Of Interest, provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. The phrase, Company's “Field of Interest”, means research, development, and commercialization activities relating to vaccinia-based and modified vaccinia Ankara (MVA)-based vaccines that induce or enhance immuno-protection, or such other specific areas of research, development and commercialization as the Company may be engaged in during the term of this Agreement.

(b) Employee will not, directly, or indirectly, in any manner, other than for the benefit of the Company, call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers.

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(c) Employee will not, directly, or indirectly, in any manner, solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. Employee acknowledges and agrees that if Employee violates any of the provisions of this paragraph 20, the running of the Restricted Period will be extended by the time during which Employee engages in such violation(s).

21. Government Contracts. Employee acknowledges that the Company may have from time-to-time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. Employee agrees to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under paragraph 17, Employee also assigns to the Company (or any of its nominees) all rights which Employee has or acquires in any Inventions, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies.

22. Prior Agreements. Employee hereby represents that, except as Employee has fully disclosed previously in writing to the Company, Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party within the scope of the duties for Company. Employee further represent that Employee’s performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee in confidence or in trust prior to employment with the Company. Employee will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

23. Remedies Upon Breach. Employee understands that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and Employee considers them to be reasonable for such purpose. Any breach of this Agreement may cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, may be entitled to specific performance and other injunctive relief: without the posting of a bond. If Employee is found to have violated this Agreement by court of law, in addition to other remedies available to the Company at law, in equity, and under contract, Employee may be obligated to pay all the Company's reasonable costs of enforcement of this Agreement, including reasonable attorneys' fees and expenses.

24. Publications and Public Statements. Employee will obtain the Company's written approval before publishing or submitting for publication any material that relates to Employee’s work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products, services, and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the Company in certain securities transactions and other contexts, any statement about the Company or its research or development activities which Employee creates, publishes, or posts during Employee's period of employment and for six (6) months thereafter, on any media accessible by the public, including but not limited to social media and networking services and sites, electronic bulletin boards and Internet-based chat rooms, must first be reviewed and approved by an officer of the Company before it is released in the public domain.

25. Survival and Assignment by the Company. Employee understands that the Employee’s obligations under this Agreement will continue following the termination of Employee’s employment regardless of the manner of such termination and will be binding upon Employee’s heirs, executors, and administrators. Company will have the right to assign this Agreement to its affiliates, successors, and assigns in connection with the transfer of the area of business Employee is acting in, and Employee expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary, or affiliate to whose employ Employee may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

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26. Post-Employment Notifications. For twelve (l2) months following termination of employment, Employee will notify the Company of any change in Employee’s address and of each subsequent employment or business activity, including the name and address of Employee’s subsequent employer or other post-Company employment plans.

27. Disclosure to Future Employers. Employee will provide a copy of this Agreement to any future employer, partner or coadventurer prior to entering into an employment, partnership, or other business relationship with such person or entity, and can redact personal information such as salary, etc.

28. Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

29. Interpretation. This Agreement will be deemed to be made and entered into in the State of Georgia, and will in all respects be interpreted, enforced, and governed under the laws of the State of Georgia. Employee hereby agree to consent to personal jurisdiction of the state and federal courts situated within Cobb County, Georgia and the Federal District Court for the Northern District of Georgia, respectively, for purposes of enforcing this Agreement and waive any objection that Employee might have to personal jurisdiction or venue in those courts.

EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, EMPLOYEE CERTIFIES THAT EMPLOYEE HAS READ IT CAREFULLY AND IS SATISFIED THAT EMPLOYEE UNDERSTANDS IT COMPLETELY.

The Parties hereto have executed this Agreement as of the day and year first written below.

GEOVAX, INC.

By:		Date:
	David A. Dodd / President & CEO

EMPLOYEE

By:		Date:
	John W. Sharkey, PhD

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EX-10.13

Exhibit 10.13

AMENDMENT NUMBER ONE

TO

EMPLOYMENT AGREEMENT

This AMENDMENT NUMBER ONE is between GEOVAX LABS, INC., a Georgia corporation (the "Company") and John W. Sharkey ("Employee") and is entered into effective as of the date the Company or Employee signs this Amendment Number One, whichever comes last.

WHEREAS, the Company and Employee entered into a new employment agreement effective as of June 13, 2022 (the "Employment Agreement"); and

WHEREAS, the Company and Employee desire to amend the Employment Agreement as set forth in this AMENDMENT NUMBER ONE.

NOW, THEREFORE, the Company and Employee for such consideration as each deems full and adequate do hereby agree that the Employment Agreement be, and hereby is, amended to add a new § 30 as follows:

§ 30. § 409A and § 409A Change in Control.

(a)         Interpretation. The Parties intend that the Employment Agreement since first effective be, and continue as the Amended Employment Agreement to be, interpreted to comply with, or satisfy an exemption under § 409A of the Internal Revenue Code of 1986, as amended ("409A"). For example, any requirement that Employee have a termination of employment shall be interpreted as a requirement that the employee have a "separation from service" within the meaning of § 409A.

(b)         Specified Person. If the Company is a public company and Employee is a "specified person" under § 409A at the time that Employee has a separation from service, the payment of any severance under § 12(b) of the Amended Employment Agreement and any payments due under this § 30 shall be suspended until the date of Employee's death or the date which is 6 months and one day after the date of Employee's separation from service, whichever comes first, at which time all payments then due at the end of such suspension shall be paid in a lump sum.

(c)         Expense Reimbursements. Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the policies, practices and procedures of the Company; provided, however, for purposes of complying with § 409A (1) the amount of such expenses eligible for reimbursement in any calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (2) no such reimbursement may be exchanged or liquidated for another payment or benefit, and (3) any reimbursements of such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar year in which the related expenses are incurred.

1

(d)         Change in Control Definitions. For purposes of this § 30-

Amended Employment Agreement. "Amended Employment Agreement" means the employment agreement between Employee and the Company dated June 13, 2022, as amended by this Amendment Number One.

Benchmark Date. "Benchmark Date" means June 13, 2022.

Board. "Board" means the board of directors of the Company.

Cause. Each of the following constitutes "Cause":

(1)    Employee clearly breaches the terms of the Amended Employment Agreement in any material respect.

(2)    Employee clearly fails in any material respect to properly perform Employee's duties and responsibilities as an officer of the Company or clearly fails in any material respect to comply with the Company's published policies and procedures.

(3)    There is a conclusive determination that Employee clearly has committed any fraud, theft, embezzlement or other criminal act of a similar nature against the Company.

(4)    Employee fails or refuses to follow in any material respect reasonable and proper directives of the Board.

(5)    Employee engages in willful or reckless conduct outside the workplace which clearly causes material damage to the Company or the Company's business.

(6)    Employee misuses or abuses alcohol, drugs or controlled substances in a manner which clearly and adversely affects the performance of Employee's duties and responsibilities or the business or reputation of the Company.

(7)    Employee uses or discloses in an unauthorized way the Company's confidential or trade secret information.

(8)    Provided, however, no reason set forth in this definition shall constitute Cause unless Employee upon written notice is given a reasonable period to effect a cure or a correction if the reason is curable or correctible as determined by the Board.

2

Change in Control. A "Change in Control" shall mean:

(1)         The acquisition by any individual, entity or group (within the meaning of § 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by a Person who is on the Benchmark Date the beneficial owner of 35% or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, (iii) any acquisition by the Company which reduces the number of Outstanding Company Voting Securities and thereby results in any person having beneficial ownership of more than 35% of the Outstanding Company Voting Securities, or (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (v) any acquisition by any corporation pursuant to a transaction which meets the requirements of clauses (i) and (ii) of subsection (2) of this definition; or

(2)         The consummation after the Benchmark Date of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding shares of the Company's common stock (the "Outstanding Company Common Stock") and Outstanding Company Voting Securities immediately prior to such Business Combination (individually a "Company Owner") beneficially continue to own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as each Company Owner's ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (ii) no Person (excluding any Company Owner, the Company or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding voting securities of such corporation; or

(3)         A majority of the individuals who, as of the Benchmark Date, constitute the Board (the "Incumbent Directors") are replaced within a twelve (12) month period by directors whose appointment or election was not approved by a majority of the Incumbent Board and who were elected as a result of an election contest with respect to the election or removal of directors ("Election Contest") or other actual or threatened solicitation of proxies or consents by or on behalf of any "person" (such term for purposes of this definition being as defined in § 3(a)(9) of the Exchange Act, and as used in § 13(d)(3) and § 14(d)(2) of the Exchange Act) other than the Incumbent Board ("Proxy Contest"); provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall thereafter be an Incumbent Director.

3

Good Reason. Each of the following constitutes "Good Reason":

(1)    A material reduction of Employee’s total compensation package (including Employee's base salary, annual bonus opportunities, benefits and stock option and other equity grant opportunities) as in effect on the Benchmark Date or as thereafter increased from time to time.

(2)    Any change in Employee’s direct reporting relationship to the Chief Executive Officer of the Company.

(3)    Any reduction (absent Employee’s express, written consent) in Employee’s duties and responsibilities as the Company’s VP, Business Development.

(4)    A physical change after the Benchmark Date of twenty-five miles or more in Employee’s principal place of employment with the Company absent Employee's express, written consent.

(5)    Provided, however, no reason set forth in this definition shall constitute Good Reason unless the Company upon written notice is given a reasonable period to effect a cure or a correction if the reason is curable or correctable.

§ 409A Change in Control. A "§ 409A Change in Control" shall mean a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

(e)         Change in Control Benefits.

(1)         If Employee at any time during the three month period which immediately precedes the date of a Change in Control or during the one year period which starts on the date of a Change in Control has a separation from service as a result of Employee's employment being terminated without Cause or Employee resigning for Good Reason, then the Company shall (subject to § 30(b)) pay, or begin to pay, or provide, or begin to provide, the following--

(i)         an amount in cash equal to two times Employee's then base salary and Employee's then target annual bonus, if any, plus

(ii)        an amount in cash equal to two times the cost to provide to Employee any 401k or other deferred compensation or health and welfare benefits as such cost was reported in the Company's most recent proxy statement, plus

(iii)       full, complete and immediate vesting of all of Employee's stock options, restricted stock grants and other equity or equity-type grants, plus

(iv)       a Gross Up Payment per § 30(e)(3), if applicable.

4

(2)         If the Change in Control is a § 409A Change in Control, then the cash payments described in § 30(e)(1) shall (subject to § 30(b)) be paid in a lump sum. If the Change in Control is not a § 409A Change in Control, then such cash payments shall (subject to § 30(b)) be paid (per § 112(c) of the Amended Employment Agreement) in equal installments each regular pay day of the Company for a number of pay days equal to Employee's number of then completed full years of service. If any payments are suspended per § 30(b), then all payments which were suspended per § 30(b) shall be paid in a lump sum at the expiration of the suspension period per § 30(b).

(3)         Gross Up Payment. If a Change of Control constitutes a “change of control” (within the meaning of §280G of the Code) and a nationally recognized US certified public accounting firm selected by Employee and reasonably acceptable to the Company determines that any vesting of any option exercise rights or payments or other benefits called for as a result of such Change in Control or under any other plan or arrangement of the Company (whether vested or paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise, but determined without regard to any additional payments required under this § 30(e)(3) (collectively the “Payments”) would be subject to the excise tax imposed by § 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties are hereinafter collectively referred to as the “Excise Tax”), then the Company shall make a timely payment on the Employee’s behalf to the US Treasury or other applicable taxing authority (a “Gross-Up Payment”) in an amount such that, if such payment had been made directly to Employee and the Employee had paid all Excise Taxes (including any interest or penalties imposed with respect to such taxes) and other taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee would have retained an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments plus any additional Excise Tax imposed on the Gross-Up Payment.

(4)         Survival of Company's Obligation. Company's obligation to make the Gross-Up Payment and all other payments and benefits called for in this § 30 shall survive Employee’s separation from service with the Company.

(5)         Release. Company shall have the right to make all payments and benefits called for in this § 30 subject to the condition that Employee sign a general release of claims against the Company substantially in the form attached to this Amendment Number One as EXHIBIT A and that such release becomes irrevocable no later than the end of the sixty (60) day period which starts on the date of Employee's separation from service; provided, however, such release condition shall only be applicable if the Company delivers such release to Employee on or before the date of Employee's separation from service. If the release condition set forth in this § 30(e)(5) is applicable and the release becomes irrevocable no later than the end of such sixty (60) day period, the Company shall have the discretion to suspend any and all payments and benefits called for in this § 30 until the end of such sixty (60) day period, but then all such payments and benefits then due shall be paid or provided at a time determined by the Company in its discretion which is no later than the end of the ten (10) day period which starts on the last day of such sixty (60) day period.

5

This Amendment Number One may be signed in counterparts, each of which shall be deemed one and the same Amendment Number One.

GeoVax Labs, Inc.

By:

Title:

Date:

John W. Sharkey

Date:

6

EXHIBIT A

GENERAL RELEASE

This General Release Agreement (this "Agreement") is made and entered into this ___ day of _____________, 20__ by and between GeoVax Labs, Inc (the "Company") and ________________ ("Employee").

WITNESSETH

WHEREAS, the Company delivered this Agreement to Employee on ___________ [month] __[day], 20__ (the "Delivery Date"); and

WHEREAS. Employee currently has, or shortly will have, a right to a severance benefit pursuant to § 30 of Employee's Employment Agreement with the Company (the "Employment Agreement"); and

WHEREAS, the Company as a condition to the payment of such severance benefit has the right to require the Employee to timely sign this General Release Agreement and that this General Release Agreement thereafter become irrevocable;

NOW THEREFORE, the Company and Employee for such consideration as each deems full and adequate do agree as follows:

§ 1         Employee, on behalf of Employee, his heirs, executors, personal representatives and administrators, irrevocably assigns, knowingly and unconditionally releases, remises and discharges the Company, its parents, all current or former affiliated or related companies of the Company and its partnerships, or joint ventures, and, with respect to each of them, all of the Company’s or such related entities’ predecessors and successors, and with respect to each such entity, its past and present officers, trustees, directors, managers, employees, equity holders, advisors and counsel (collectively, the “Company Parties”) from any and all actions, causes of action, charges, complaints, claims, damages, demands, debts, lawsuits, rights, understandings and obligations of any kind, nature or description whatsoever, known or unknown (collectively, the “Claims”), arising out of or relating to the Employee’s employment with the Company and Employee’s termination of employment with the Company (the “General Release”).

A-1

§ 2         This General Release by Employee includes, without limitation, (i) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the last day of Employee’s employment by the Company, regardless of ripeness or other limitation on immediate pursuit of any Claim in the absence of this Agreement; (ii) all Claims relating to or arising out of Employee’s employment with and transition or termination from the Company, including, without limitation, any Claims arising under the Employment Agreement; (iii) all Claims (including Claims for discrimination, harassment, and retaliation) arising under any federal, state or local statute, regulation, ordinance, or the common law, including without limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Equal Pay Act, the Fair Labor Standards Act, 42 U.S.C. § 1981, and any other federal or state law, local ordinance or common law claim, including for wrongful discharge, breach of implied or express contract, intentional or negligent infliction of emotional distress, defamation or other tort; (iv) all Claims for reinstatement, attorney’s fees, interest, costs, or additional compensation; and (v) any claims Employee may have pursuant to an internal grievance procedure at Company (including for the avoidance of doubt, all of its subsidiaries or affiliates).

§ 3         For the purpose of implementing a full and complete release, Employee understands and agrees that this General Release is intended to include all claims, if any, which Employee may have and which Employee does not now know or suspect to exist in Employee's favor against the Company Parties and this General Release extinguishes those claims. Accordingly, Employee expressly waives all rights afforded by any state statute or regulation in any applicable jurisdiction prohibiting, limiting, or restricting the waiver of unknown claims, to the extent so permitted by law. Employee makes this waiver with full knowledge of his rights and with specific intent to release both his known and unknown claims.

§ 4         This General Release does not release any Claim that relates to: (i) Employee’s right to enforce this Agreement; (ii) any rights Employee may have to indemnification from personal liability or to protection under the Company's charter or by laws or any insurance policy maintained by the Company, including without limitation any general liability, or directors and officers insurance policy; (iii) Employee’s right, if any, to government-provided unemployment and workers’ compensation benefits; or (iv) Employee’s rights under any Company employee benefit plans, which by their explicit terms survive the termination of Employee’s employment.

§ 5         Employee agrees that the consideration set forth in § 30 of the Employment Agreement shall constitute the entire consideration provided under this Agreement, and that Employee will not seek from the Company Parties any further compensation or other consideration for any claimed obligation, entitlement, damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement.

§ 6         Employee agrees to the release of all known and unknown claims, including expressly the waiver of any rights or claims arising out of the Federal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and in connection with such waiver of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Employee understands and agrees as follows:

(a)         Employee has the opportunity to consult with an attorney before signing this Agreement, and is hereby advised to do so;

A-2

(b)         Employee shall have a period of twenty-one (21) or, if required under ADEA, forty five (45) days from the Delivery Date in which to consider the terms of this Agreement (the “Review Period”). Employee may at his option execute this Agreement at any time during the Review Period. Employee agrees that by signing this Agreement prior to the expiration of the Review Period, Employee has voluntarily waived Employee's right to consider this Agreement for the full Review Period. If Employee does not return the signed Agreement to the Company prior to the expiration of the Review Period, then the offer of severance benefits set forth in § 5 shall lapse and shall be withdrawn by the Company;

(c)         Employee may revoke this Agreement at any time during the first seven (7) calendar days following Employee’s signing this Agreement, and this Agreement and release shall not be effective or enforceable until that seven-day period has expired. Notice of a revocation by the Employee must be made to the designated representative of the Company within the seven (7) calendar day period after Employee signs this Agreement. If Employee revokes this Agreement, it shall not be effective or enforceable, and the offer of severance benefits set forth in § 5 of this Agreement shall lapse and shall be withdrawn by the Company. Accordingly, the “Effective Date” of this Agreement shall be on the eighth (8th) calendar day after Employee signs this Agreement, provided that Employee does not revoke this Agreement during such seven (7) day revocation period;

(d)         Provided that Employee signs and does not revoke this Agreement, the Company shall pay Employee the amounts provided under § 30 of Employee's Employment Agreement in consideration of the General Release, including the release of any claims that Employee may have under the ADEA. In the event Employee elects to revoke this release pursuant to § 6(c), Employee shall notify Company by hand-delivery, express courier or certified mail, return receipt requested, within seven (7) days after signing this Agreement to: [to be completed before signing].

[Signatures on Following Page]

A-3

IN WITNESS WHEREOF, the Company and Employee have signed this Agreement effective as of the date Employee signs this Agreement.

GeoVax Labs, Inc.

By:

Title:

Employee

Date

[Signature Page to General Release]

EX-31.1

Exhibit 31.1

CERTIFICATION

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

OF THE

SECURITIES EXCHANGE ACT OF 1934

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

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

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

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

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

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

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

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

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

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

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

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

Dated: August 3, 2022	/s/ David A. Dodd
	David A. Dodd
	President & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

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

OF THE

SECURITIES EXCHANGE ACT OF 1934

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

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

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

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

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

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

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

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

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

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

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

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

Dated: August 3, 2022	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended June 30, 2022, 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: August 3, 2022	/s/ David A. Dodd
	David A. Dodd
	President & Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended June 30, 2022, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

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

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

Dated: August 3, 2022	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 03, 2022
Document Information [Line Items]
Entity Central Index Key	0000832489
Entity Registrant Name	GeoVax Labs, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39563
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0455038
Entity Address, Address Line One	1900 Lake Park Drive, Suite 380
Entity Address, City or Town	Smyrna
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30080
City Area Code	678
Local Phone Number	384-7220
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,744,043
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	GOVXW
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock $0.001 par value
Trading Symbol	GOVX
Security Exchange Name	NASDAQ

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 30,902,454	$ 11,423,870
Grant funds receivable		49,006
Total prepaid expenses	1,135,780	156,240
Total current assets	32,038,234	11,629,116
Property and equipment, net	214,783	156,938
Other assets	987,508	11,010
Total assets	33,240,525	11,797,064
Current liabilities:
Accounts payable	237,315	2,057,534
Accrued expenses	3,130,553	3,377,826
Total current liabilities	3,367,868	5,435,360
Other liabilities	2,000,000	2,000,000
Total liabilities	5,367,868	7,435,360
Commitments (Note 4)
Stockholders’ equity:
Common stock, $.001 par value: Authorized shares – 600,000,000 Issued and outstanding shares – 9,449,025 and 6,381,541 at March 31, 2022 and December 31, 2021, respectively	16,239	6,382
Additional paid-in capital	96,901,530	68,731,220
Accumulated deficit	(69,045,112)	(64,375,898)
Total stockholders’ equity	27,872,657	4,361,704
Total liabilities and stockholders’ equity	$ 33,240,525	$ 11,797,064

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	600,000,000	600,000,000
Common stock, issued (in shares)	16,238,739	6,381,541
Common stock, outstanding (in shares)	16,238,739	6,381,541

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Grant revenue	$ 0	$ 79,708	$ 81,526	$ 190,125
Operating expenses:
Research and development	1,307,177	832,835	2,637,721	1,435,618
General and administrative	935,311	733,499	2,114,335	1,805,209
Total operating expenses	2,242,488	1,566,334	4,752,056	3,240,827
Loss from operations	(2,242,488)	(1,486,626)	(4,670,530)	(3,050,702)
Other income (expense):
Interest income	789	1,068	1,316	3,121
Interest expense	0	(531)	0	(1,286)
Gain on debt extinguishment	0	172,056	0	172,056
Total other income (expense)	789	172,593	1,316	173,891
Net loss	$ (2,241,699)	$ (1,314,033)	$ (4,669,214)	$ (2,876,811)
Basic and diluted:
Net loss per common share (in dollars per share)	$ (0.18)	$ (0.21)	$ (0.47)	$ (0.49)
Weighted average shares outstanding (in shares)	12,721,696	6,322,799	9,931,088	5,830,165

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2020	100	3,834,095
Balance at Dec. 31, 2020	$ 76,095	$ 3,834	$ 55,294,504	$ (45,805,581)	$ 9,568,852
Common stock issued (in shares)	0	835,900
Issuance of common stock upon warrant exercise	$ 0	$ 836	3,173,320	0	3,174,156
Stock option expense			56,190		56,190
Net loss				(1,562,778)	(1,562,778)
Issuance of common stock for services (in shares)	0	1,472
Issuance of common stock for services	$ 0	$ 1	5,999	0	6,000
Balance (in shares) at Mar. 31, 2021	100	6,315,467
Balance at Mar. 31, 2021	$ 76,095	$ 6,315	67,937,289	(47,368,359)	20,651,340
Sale of common stock for cash (in shares)	0	1,644,000
Sale of common stock for cash	$ 0	$ 1,644	9,407,276	0	9,408,920
Balance (in shares) at Dec. 31, 2020	100	3,834,095
Balance at Dec. 31, 2020	$ 76,095	$ 3,834	55,294,504	(45,805,581)	9,568,852
Net loss					(2,876,811)
Balance (in shares) at Jun. 30, 2021	0	6,327,702
Balance at Jun. 30, 2021	$ 0	$ 6,328	68,134,402	(48,682,392)	19,458,338
Balance (in shares) at Mar. 31, 2021	100	6,315,467
Balance at Mar. 31, 2021	$ 76,095	$ 6,315	67,937,289	(47,368,359)	20,651,340
Stock option expense	0	0	56,190	0	56,190
Net loss	$ 0	$ 0	0	(1,314,033)	(1,314,033)
Issuance of common stock for services (in shares)	0	12,235
Issuance of common stock for services	$ 0	$ 13	65,828	0	65,841
Balance (in shares) at Jun. 30, 2021	0	6,327,702
Balance at Jun. 30, 2021	$ 0	$ 6,328	68,134,402	(48,682,392)	19,458,338
Repurchase of preferred stock (in shares)	(100)	0
Repurchase of preferred stock	$ (76,095)	$ 0	75,095	0	(1,000)
Balance (in shares) at Dec. 31, 2021	0	6,381,541
Balance at Dec. 31, 2021	$ 0	$ 6,382	68,731,220	(64,375,898)	4,361,704
Sale of common stock and warrants for cash (in shares)	0	707,484
Sale of common stock and warrants for cash	$ 0	$ 707	9,228,541	0	9,229,248
Common stock issued (in shares)	0	2,360,000
Issuance of common stock upon warrant exercise	$ 0	$ 2,360	(2,336)	0	24
Stock option expense	0	$ 0	190,191	0	190,191
Net loss	$ 0			(2,427,515)	(2,427,515)
Balance (in shares) at Mar. 31, 2022		9,449,025
Balance at Mar. 31, 2022		$ 9,449	78,147,616	(66,803,413)	11,353,652
Balance (in shares) at Dec. 31, 2021	0	6,381,541
Balance at Dec. 31, 2021	$ 0	$ 6,382	68,731,220	(64,375,898)	4,361,704
Net loss					(4,669,214)
Balance (in shares) at Jun. 30, 2022		16,238,739
Balance at Jun. 30, 2022		$ 16,239	96,901,530	(69,045,112)	27,872,657
Balance (in shares) at Mar. 31, 2022		9,449,025
Balance at Mar. 31, 2022		$ 9,449	78,147,616	(66,803,413)	$ 11,353,652
Sale of common stock and warrants for cash (in shares)		1,050,000			18,497,946
Sale of common stock and warrants for cash		$ 1,050	18,496,896
Common stock issued (in shares)		5,671,214
Issuance of common stock upon warrant exercise		$ 5,671	(5,104)		$ 567
Stock option expense		$ 0	190,191		190,191
Net loss				(2,241,699)	(2,241,699)
Issuance of common stock for services (in shares)		68,500
Issuance of common stock for services		$ 69	71,931		72,000
Balance (in shares) at Jun. 30, 2022		16,238,739
Balance at Jun. 30, 2022		$ 16,239	$ 96,901,530	$ (69,045,112)	$ 27,872,657

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (4,669,214)	$ (2,876,811)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	24,538	17,871
Stock-based compensation expense	412,329	163,553
Gain on debt extinguishment	0	(172,056)
Changes in assets and liabilities:
Grant funds and other receivables	49,006	182,663
Prepaid expenses and other current assets	(939,487)	71,319
Deposits and other assets	(976,498)	0
Accounts payable and accrued expenses	(2,067,492)	(266,105)
Total adjustments	(3,497,604)	(2,755)
Net cash used in operating activities	(8,166,818)	(2,879,566)
Cash flows from investing activities
Purchase of equipment	(82,383)	(19,929)
Net cash used in investing activities	(82,383)	(19,929)
Cash flows from financing activities:
Net proceeds from sale of common stock	27,727,194	9,408,920
Net proceeds from warrant exercises	591	3,174,156
Repurchase of preferred stock	0	(1,000)
Principal repayment of note payable	0	(27,864)
Net cash provided by financing activities	27,727,785	12,554,212
Net increase in cash and cash equivalents	19,478,584	9,654,717
Cash and cash equivalents at beginning of period	11,423,870	9,883,796
Cash and cash equivalents at end of period	$ 30,902,454	$ 19,538,513

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Paycheck Protection Program CARES Act [Member]
Extinguishment of debt | $	$ 172,056
Stock Purchase Warrants First Issuance [Member]
Common stock issued (in shares)	145,866
Stock purchase warrants exercised (in shares)	188,668

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Note 1 - Description of Business

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Nature of Operations [Text Block]

1.         Nature of Business

GeoVax Labs, Inc., headquartered in the Atlanta, Georgia metropolitan area, is a clinical-stage biotechnology company incorporated under the laws of the State of Delaware. GeoVax Labs, Inc. and its wholly owned subsidiary, GeoVax, Inc., a Georgia corporation, are collectively referred to as “GeoVax” or the “Company”.

The Company is focused on developing immunotherapies and vaccines against infectious diseases and cancers using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials in COVID-19 and head and neck cancer. Additional research and development programs include preventive vaccines against Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa) and malaria, as well as immunotherapies for solid tumors.

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Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2.         Summary of Significant Accounting Policies

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, 2021 those accounting policies that we consider significant in determining our results of operations and financial position. During the six months ended June 30, 2022, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

Basis of Presentation – The accompanying condensed consolidated financial statements include the accounts of GeoVax Labs, Inc. and GeoVax, Inc. All intercompany transactions have been eliminated in consolidation. The financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of interim 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, 2021. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of the date these financial statements are issued, the Company expects its existing cash and cash equivalents to be sufficient to fund its operations for at least the next twelve months. Since inception, the Company’s activities have consisted primarily of performing research and development to advance its technologies. The Company expects to continue to generate operating losses in the foreseeable future and will require additional funding to continue its research and development activities. The Company may seek funds through further equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements.

Recent Accounting Pronouncements – During the six months ended June 30, 2022, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.

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Note 3 - Balance Sheet Components

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Supplemental Balance Sheet Disclosures [Text Block]

3.         Balance Sheet Components

Prepaid Expenses – Prepaid expenses consist of the following:

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	1,020,352	$	-
Prepaid insurance premiums		42,383		123,248
Prepaid rent		13,045		13,045
Other prepaid expenses		60,000		19,947
Total prepaid expenses	$	1,135,780	$	156,240

Property and Equipment – Property and equipment consist of the following:

	June 30, 2022			December 31, 2021
Equipment and furnishings	$	673,937		$	591,554
Leasehold improvements		115,605			115,605
Total property and equipment		789,542			707,159
Accumulated depreciation and amortization		(574,759	)		(550,221	)
Total property and equipment, net	$	214,783		$	156,938

Other Assets – Other assets consist of the following:

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	976,498	$	-
Lease deposit		11,010		11,010
Total other assets	$	987,508	$	11,010

Accrued Expenses – Accrued expenses consist of the following:

	June 30, 2022		December 31, 2021
Accrued technology license fees – current portion	$	3,000,000	$	3,000,000
Accrued compensation		4,583		269,000
Other accrued expenses		125,970		108,826
Total accrued expenses	$	3,130,553	$	3,377,826

Other Liabilities – Other liabilities were $2,000,000 at June 30, 2022 and December 31, 2021 and consist of the noncurrent portion of accrued technology license fees.

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Note 4 - Commitments

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Commitments Disclosure [Text Block]

4.         Commitments

Operating Lease – We lease approximately 8,400 square feet of office and laboratory space pursuant to an operating lease which expires on December 31, 2022. Rent expense for the three-month and six-month periods ended June 30, 2022 was $44,089 and $88,178, respectively, as compared to $42,803 and $85,607, respectively, for the same periods of 2021. Future minimum lease payments total $88,178 in 2022, although the lease may be terminated at any time by either party with ninety days written notice.

License Agreements – We have entered into license agreements for various technologies and patent rights associated with our product development activities. These agreements may contain provisions for upfront payments, milestone fees due upon the achievement of selected development and regulatory events, minimum annual royalties or other fees, and royalties based on future net sales. Aggregate unrecorded future minimum payments under these agreements (excluding milestone and royalty payments due upon contingent future events) are approximately $124,200 in 2022, $127,500 in 2023, $127,500 in 2024, $27,500 in 2025 and $27,500 in 2026.

Other Commitments – In the normal course of business, we enter into various firm purchase commitments and other contractual obligations related to production and testing of our product candidates, conduct of clinical trials and preclinical research studies, and other activities. As of June 30, 2022, there are approximately $1,082,000 of unrecorded noncancelable purchase commitments to our vendors and subcontractors, the majority of which we expect will be due in 2022.

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Note 5 - Stockholders' Equity

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Preferred Stock [Text Block]

5.         Stockholders’ Equity

January 2022 Private Placement – On January 19, 2022, we closed a private placement of 707,484 shares of common stock, a pre-funded warrant to purchase 2,360,000 shares of common stock for a nominal exercise price per share (the “Jan 2022 Pre-Funded Warrant”), and a warrant to purchase up to 3,067,484 shares of common stock at an exercise price of $3.26 per share (the “Jan 2022 Common Warrant”). Net proceeds after deducting placement agent commissions and other offering expenses were approximately $9.2 million. During March 2022, the Jan 2022 Pre-Funded Warrant was exercised in full. The Jan 2022 Common Warrant is currently exercisable and will expire on February 10, 2027.

May 2022 Private Placement – On May 27, 2022, we closed a private placement of 1,050,000 shares of common stock, pre-funded warrants to purchase an aggregate of 11,071,214 shares of common stock for a nominal exercise price per share (the “May 2022 Pre-Funded Warrants”), and preferred investment options to purchase up to an aggregate of 12,121,214 shares of common stock at an exercise price of $1.65 per share (the “May 2022 Preferred Investment Options”). Net proceeds after deducting placement agent commissions and other offering expenses were approximately $18.5 million.

The May 2022 Pre-Funded Warrants were exercised as to 1,980,304 shares concurrent with the closing and during June 2022 an aggregate of 3,690,910 additional shares were exercised, leaving 5,400,000 of the May 2022 Pre-Funded Warrants outstanding at June 30, 2022. The remaining May 2022 Pre-Funded Warrants were fully exercised during July 2022 (see Note 9).

As of June 30, 2022, the May 2022 Preferred Investment Options are currently exercisable (subject to certain common stock ownership restrictions contained in the warrant agreements) and expire as to 3,030,304 shares on May 27, 2027 and as to 9,090,910 shares on May 29, 2028. During August 2022, 3,030,304 of the May 2022 Preferred Investment Options were exercised for cash (see Note 9).

Other Common Stock Transactions – During the six months ended June 30, 2022, we issued 68,500 shares of restricted common stock pursuant to a consulting agreement.

Stock Options – We have a stock-based incentive plan (the “2020 Plan”) pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of 1,500,000 shares of our common stock are reserved for issuance pursuant to the 2020 Plan. During the six months ended June 30, 2022, there were no stock option transactions related to the 2020 Plan. As of June 30, 2022, there are 962,300 stock options outstanding, with a weighted-average exercise price of $3.18 per share and a weighted-average remaining term of 8.8 years.

Stock Purchase Warrants – The table below presents summary information about our warrants outstanding as of June 30, 2022.

Warrant Description	Number of Shares		Exercise Price		Expiration
2020 Warrants		120,000	$	1.65	Jun 2025
2020 Unit Warrants		2,396,631		5.00	Sep 2025
2020 Representative Warrants		128,000		5.50	Mar 2024
2021 Representative Warrants		72,000		6.875	Aug 2024
2021 Warrants		100,000		13.00	Sep 2026
Jan 2022 Common Warrants		3,067,484		3.26	Feb 2027
May 2022 Pre-Funded Warrants		5,400,000		0.001	perpetual
May 2022 Preferred Investment Options		9,090,910		1.65	May 2028
May 2022 Preferred Investment Options		3,030,304		1.65	May 2027
Total Warrants Outstanding at June 30, 2022		23,405,329

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Note 6 - Stock-based Compensation Expense

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

6.         Stock-Based Compensation Expense

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 classification of the individual to whom the award is granted. As of June 30, 2022, there is $1,039,762 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 1.9 years.

We also have issued shares of restricted common stock to consultants and recognize the related expense over the terms of the related agreements. As of June 30, 2022, there is $60,000 recorded as a prepaid expense for these arrangements, which will be recognized as expense over the term of the related agreement.

The following table summarizes our total stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock options:
Research and development	$	54,293	$	21,468	$	108,585	$	42,936
General and administrative		135,898		34,722		271,797		69,444
Total stock option expense		190,191		56,190		380,382		112,380
Stock awards (consultants):
General and administrative		16,987		30,573		31,947		51,173
Total stock-based compensation expense	$	207,178	$	86,763	$	412,329	$	163,553

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Note 7 - Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

7.         Net Loss Per Share

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding, including the May 2022 Pre-Funded Warrants outstanding at June 30, 2022. The Company’s additional potentially dilutive securities, which include stock options and stock purchase warrants, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. The securities that could potentially dilute basic earnings per share in the future and that have been excluded from the computation of diluted net loss per share totaled 18,967,629 and 3,395,635 shares at June 30, 2022 and 2021, respectively.

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Note 8 - Income Taxes

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

8.         Income Taxes

No provision for income taxes was recorded in either of the six-month periods ended June 30, 2022 and 2021. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of June 30, 2022.

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Note 9 - Subsequent Events

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

9.         Subsequent Events

During July 2022, we issued 75,000 shares of restricted common stock to a consultant and will recognize the related expense of $60,750 over the term of the related agreement.

During July 2022, we issued an aggregate of 5,400,000 shares of common stock upon the exercise of the May 2022 Pre-Funded Warrants. Subsequent to these exercises, none of the May 2022 Pre-Funded Warrants remain outstanding.

During August 2022, we issued an aggregate of 3,030,304 shares of common stock upon the partial exercise of the May 2022 Preferred Investment Options, with gross cash proceeds to us of $5,000,000. Subsequent to these exercises, 9,090,910 of the May 2022 Preferred Investment Options remain outstanding.

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Note 3 - Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2022

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	1,020,352	$	-
Prepaid insurance premiums		42,383		123,248
Prepaid rent		13,045		13,045
Other prepaid expenses		60,000		19,947
Total prepaid expenses	$	1,135,780	$	156,240

Property, Plant and Equipment [Table Text Block]

	June 30, 2022			December 31, 2021
Equipment and furnishings	$	673,937		$	591,554
Leasehold improvements		115,605			115,605
Total property and equipment		789,542			707,159
Accumulated depreciation and amortization		(574,759	)		(550,221	)
Total property and equipment, net	$	214,783		$	156,938

Schedule of Other Assets [Table Text Block]

	June 30, 2022		December 31, 2021
Prepaid clinical trial expenses	$	976,498	$	-
Lease deposit		11,010		11,010
Total other assets	$	987,508	$	11,010

Schedule of Accrued Liabilities [Table Text Block]

	June 30, 2022		December 31, 2021
Accrued technology license fees – current portion	$	3,000,000	$	3,000,000
Accrued compensation		4,583		269,000
Other accrued expenses		125,970		108,826
Total accrued expenses	$	3,130,553	$	3,377,826

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Note 5 - Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2022

Notes Tables

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

Warrant Description	Number of Shares		Exercise Price		Expiration
2020 Warrants		120,000	$	1.65	Jun 2025
2020 Unit Warrants		2,396,631		5.00	Sep 2025
2020 Representative Warrants		128,000		5.50	Mar 2024
2021 Representative Warrants		72,000		6.875	Aug 2024
2021 Warrants		100,000		13.00	Sep 2026
Jan 2022 Common Warrants		3,067,484		3.26	Feb 2027
May 2022 Pre-Funded Warrants		5,400,000		0.001	perpetual
May 2022 Preferred Investment Options		9,090,910		1.65	May 2028
May 2022 Preferred Investment Options		3,030,304		1.65	May 2027
Total Warrants Outstanding at June 30, 2022		23,405,329

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Note 6 - Stock-based Compensation Expense (Tables)

6 Months Ended

Jun. 30, 2022

Notes Tables

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock options:
Research and development	$	54,293	$	21,468	$	108,585	$	42,936
General and administrative		135,898		34,722		271,797		69,444
Total stock option expense		190,191		56,190		380,382		112,380
Stock awards (consultants):
General and administrative		16,987		30,573		31,947		51,173
Total stock-based compensation expense	$	207,178	$	86,763	$	412,329	$	163,553

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Note 3 - Balance Sheet Components (Details Textual) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Other Liabilities, Total	$ 2,000,000	$ 2,000,000

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Note 3 - Balance Sheet Components - Prepaid Expenses (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Prepaid clinical trial expenses	$ 1,020,352	$ 0
Prepaid insurance premiums	42,383	123,248
Prepaid rent	13,045	13,045
Other prepaid expenses	60,000	19,947
Total prepaid expenses	$ 1,135,780	$ 156,240

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Note 3 - Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property and equipment, gross	$ 789,542	$ 707,159
Accumulated depreciation and amortization	(574,759)	(550,221)
Total property and equipment, net	214,783	156,938
Equipment and Furnishings [Member]
Property and equipment, gross	673,937	591,554
Leasehold Improvements [Member]
Property and equipment, gross	$ 115,605	$ 115,605

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Note 3 - Balance Sheet Components - Schedule Of Other Assets (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Lease deposit	$ 11,010	$ 11,010
Total other assets	987,508	11,010
Clinical Trial [Member]
Prepaid clinical trial expenses	$ 976,498	$ 0

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Note 3 - Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accrued technology license fees – current portion	$ 3,000,000	$ 3,000,000
Accrued compensation	4,583	269,000
Other accrued expenses	125,970	108,826
Total accrued expenses	$ 3,130,553	$ 3,377,826

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Note 4 - Commitments (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)
Licensing Agreement, Future Minimum Payments Receivable, Current	$ 124,200		$ 124,200
Licensing Agreement, Future Minimum Payments Receivable, in Two Years	127,500		127,500
Licensing Agreement, Future Minimum Payments Receivable, in Three Years	127,500		127,500
Licensing Agreement, Future Minimum Payments Receivable, in Four Years	27,500		27,500
Licensing Agreement, Future Minimum Payments Receivable, in Five Years	27,500		27,500
Unrecorded Unconditional Purchase Obligation, Total	$ 1,082,000		$ 1,082,000
Office and Laboratory Lease Agreement [Member]
Area of Real Estate Property (Square Foot) | ft²	8,400		8,400
Operating Lease, Expense	$ 44,089	$ 42,803	$ 88,178	$ 85,607
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 88,178		$ 88,178

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Note 5 - Stockholders' Equity (Details Textual) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 01, 2022	May 27, 2022	Jan. 19, 2022	Aug. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	May 29, 2028	May 27, 2027
Stock Issued During Period, Value, New Issues					$ 9,408,920
Class of Warrant or Right, Outstanding (in shares)						23,405,329
Stock Incentive Plan 2020 [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)						1,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)						0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares)						962,300
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)						$ 3.18
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)						68,500
Pre-Funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		11,071,214	2,360,000
Class of Warrant or Right, Exercised (in shares)	3,690,910	1,980,304
Class of Warrant or Right, Outstanding (in shares)						5,400,000
Common Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			3,067,484
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 3.26
Preferred Investment Options [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		12,121,214
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 1.65
Preferred Investment Options [Member] | Forecast [Member]
Class of Warrant or Right, Exercised (in shares)				3,030,304
Class of Warrant or Right, Outstanding (in shares)				9,090,910
Class Of Warrant Or Rights, Amount Of Shares To Expire (in shares)							9,090,910	3,030,304
Stock Purchase Warrants [Member]
Warrants and Rights Outstanding, Term (Year)						8 years 9 months 18 days
Private Placement [Member]
Stock Issued During Period, Value, New Issues		$ 1,050,000	$ 707,484
Proceeds from Issuance or Sale of Equity, Total		$ 18,500,000	$ 9,200,000

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Note 5 - Stockholders' Equity - Schedule of Warrants (Details)	Jun. 30, 2022 $ / shares shares
Number of shares (in shares)	23,405,329
Warrants 2020 [Member]
Number of shares (in shares)	120,000
Exercise price (in dollars per share) | $ / shares	$ 1.65
Unit Warrants 2020 [Member]
Number of shares (in shares)	2,396,631
Exercise price (in dollars per share) | $ / shares	$ 5.00
Representative Warrants 2020 [Member]
Number of shares (in shares)	128,000
Exercise price (in dollars per share) | $ / shares	$ 5.50
Representative Warrants 2021 [Member]
Number of shares (in shares)	72,000
Exercise price (in dollars per share) | $ / shares	$ 6.875
Warrants 2021 [Member]
Number of shares (in shares)	100,000
Exercise price (in dollars per share) | $ / shares	$ 13.00
January 2022 Common Warrants [Member]
Number of shares (in shares)	3,067,484
Exercise price (in dollars per share) | $ / shares	$ 3.26
May 2022 Pre-Funded Warrants [Member]
Number of shares (in shares)	5,400,000
Exercise price (in dollars per share) | $ / shares	$ 0.001
May 2022 Preferred Investment Options 1 [Member]
Number of shares (in shares)	9,090,910
Exercise price (in dollars per share) | $ / shares	$ 1.65
May 2022 Preferred Investment Options 2 [Member]
Number of shares (in shares)	3,030,304
Exercise price (in dollars per share) | $ / shares	$ 1.65

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Note 6 - Stock-based Compensation Expense (Details Textual)	6 Months Ended
	Jun. 30, 2022 USD ($)
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 1,039,762
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	1 year 10 months 24 days
Prepaid Expense, Value of Stock Issued for Services During Period	$ 60,000

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Note 6 - Stock-Based Compensation Expense - Schedule of Stock-Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Total stock-based compensation expense	$ 207,178	$ 86,763	$ 412,329	$ 163,553
Share-Based Payment Arrangement, Option [Member]
Total stock-based compensation expense	190,191	56,190	380,382	112,380
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member]
Total stock-based compensation expense	54,293	21,468	108,585	42,936
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member]
Total stock-based compensation expense	135,898	34,722	271,797	69,444
Restricted Stock [Member] | General and Administrative Expense [Member]
Total stock-based compensation expense	$ 16,987	$ 30,573	$ 31,947	$ 51,173

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Note 7 - Net Loss Per Share (Details Textual) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	18,967,629	3,395,635

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Note 9 - Subsequent Events (Details Textual) - USD ($)				1 Months Ended	6 Months Ended
	Jul. 31, 2022	Jun. 01, 2022	May 27, 2022	Aug. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Class of Warrant or Right, Outstanding (in shares)					23,405,329
Proceeds from Warrant Exercises					$ 591	$ 3,174,156
Pre-Funded Warrants [Member]
Class of Warrant or Right, Exercised (in shares)		3,690,910	1,980,304
Class of Warrant or Right, Outstanding (in shares)					5,400,000
Preferred Investment Options [Member] | Forecast [Member]
Class of Warrant or Right, Exercised (in shares)				3,030,304
Class of Warrant or Right, Outstanding (in shares)				9,090,910
Proceeds from Warrant Exercises				$ 5,000,000
Subsequent Event [Member] | Pre-Funded Warrants [Member]
Class of Warrant or Right, Exercised (in shares)	5,400,000
Class of Warrant or Right, Outstanding (in shares)	0
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)					68,500
Restricted Stock [Member] | Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)	75,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total	$ 60,750