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 March 31, 2023

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

(678) 384-7220

(Registrant’s telephone number, including area code)

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 May 4, 2023, 26,443,649 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2023 and 2022 (unaudited)
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month periods ended March 31, 2023 and 2022 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2023 and 2022 (unaudited)
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	14
SIGNATURES		15

Part I -- FINANCIAL INFORMATION

Item 1 Financial Statements

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31			December 31,
	2023			2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,849,860		$	27,612,732
Prepaid expenses		2,138,971			1,325,998
Total current assets		25,988,831			28,938,730
Property and equipment, net		217,593			234,912
Other assets		1,197,788			2,174,286
Total assets	$	27,404,212		$	31,347,928
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,287,995		$	1,747,682
Accrued expenses		3,251,060			3,000,212
Total current liabilities		4,539,055			4,747,894
Commitments (Note 4)
Stockholders’ equity:
Common stock, $.001 par value:
Authorized shares – 600,000,000 Issued and outstanding shares – 26,443,649 and 26,334,953 at March 31, 2023 and December 31, 2022, respectively		26,444			26,335
Additional paid-in capital		105,273,652			104,970,722
Accumulated deficit		(82,434,939	)		(78,397,023	)
Total stockholders’ equity		22,865,157			26,600,034
Total liabilities and stockholders’ equity	$	27,404,212		$	31,347,928

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Grant revenue	$	-		$	81,526
Operating expenses:
Research and development		2,819,189			1,330,544
General and administrative		1,451,425			1,179,024
Total operating expenses		4,270,614			2,509,568
Loss from operations		(4,270,614	)		(2,428,042	)
Other income:
Interest income		232,698			527
Net loss	$	(4,037,916	)	$	(2,427,515	)
Basic and diluted:
Net loss per common share	$	(0.15	)	$	(0.34	)
Weighted average shares outstanding		26,338,576			7,109,473

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended March 31, 2023
										Total
	Common Stock				Additional		Accumulated			Stockholders’
	Shares		Amount		Paid-in Capital		Deficit			Equity
Balance at December 31, 2022		26,334,953	$	26,335	$	104,970,722	$	(78,397,023	)	$	26,600,034
Issuance of common stock for services		108,696		109		74,891		-			75,000
Stock option expense		-		-		228,039		-			228,039
Net loss for the three months ended March 31, 2023		-		-		-		(4,037,916	)		(4,037,916	)
Balance at March 31, 2023		26,443,649	$	26,444	$	105,273,652	$	(82,434,939	)	$	22,865,157

	Three Months Ended March 31, 2022
											Total
	Common Stock				Additional			Accumulated			Stockholders’
	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

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(4,037,916	)	$	(2,427,515	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		17,319			12,269
Stock-based compensation expense		246,039			205,151
Changes in assets and liabilities:
Grant funds receivable		-			(50,520	)
Prepaid expenses and other current assets		(755,973	)		(138,368	)
Other assets		976,498			-
Accounts payable, accrued expenses and other liabilities		(208,839	)		(1,934,257	)
Total adjustments		275,044			(1,905,725	)
Net cash used in operating activities		(3,762,872	)		(4,333,240	)
Cash flows from investing activities:
Purchase of equipment		-			(62,186	)
Net cash used in investing activities		-			(62,186	)
Cash flows from financing activities:
Net proceeds from sale of common stock and warrants		-			9,229,248
Net proceeds from warrant exercise		-			24
Net cash provided by financing activities		-			9,229,272
Net increase (decrease) in cash and cash equivalents		(3,762,872	)		4,833,846
Cash and cash equivalents at beginning of period		27,612,732			11,423,870
Cash and cash equivalents at end of period	$	23,849,860		$	16,257,716

See accompanying notes to condensed consolidated financial statements.

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GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(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 herein as “GeoVax” or the “Company”.

The Company is focused on developing immunotherapies and vaccines against cancers and infectious diseases using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials for a next-generation COVID-19 vaccine and a gene-directed therapy for advanced head and neck cancer. Additional preclinical research and development programs include preventive vaccines against Mpox (monkeypox), hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan, Marburg, and Lassa Fever) Zika virus, 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, 2022 those accounting policies that we consider significant in determining our results of operations and financial position. During the three months ended March 31, 2023, 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 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, 2022. 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.

We believe that our existing cash resources will be sufficient to continue our planned operations into the fourth quarter of 2023. We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and expect to require additional funding to continue our research and development activities. We plan to pursue additional cash resources through public or private equity or debt financings, government grants, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Recent Accounting Pronouncements

During the three months ended March 31, 2023, 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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3. Balance Sheet Components

Prepaid Expenses – Prepaid expenses consist of the following:

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (current portion)	$	1,962,913	$	1,171,077
Prepaid insurance premiums		72,013		107,876
Prepaid rent		13,045		13,045
Other prepaid expenses		91,000		34,000
Total prepaid expenses	$	2,138,971	$	1,325,998

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

	March 31, 2023			December 31, 2022
Equipment and furnishings	$	725,812		$	725,812
Leasehold improvements		115,605			115,605
Total property and equipment		841,417			841,417
Accumulated depreciation and amortization		(623,824	)		(606,505	)
Total property and equipment, net	$	217,593		$	234,912

Other Assets – Other assets consist of the following:

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (noncurrent portion)	$	1,106,778	$	2,083,276
Prepaid technology license fees		80,000		80,000
Deposits		11,010		11,010
Total other assets	$	1,197,788	$	2,174,286

Accrued Expenses – Accrued expenses consist of the following:

	March 31, 2023		December 31, 2022
Accrued technology license fees	$	2,000,000	$	2,000,000
Payroll-related liabilities		127,553		550,810
Other accrued expenses		1,123,507		449,402
Total accrued expenses	$	3,251,060	$	3,000,212

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, 2025. Rent expense for the three-month periods ended March 31, 2023 and 2022 was $45,414 and $44,089, respectively. Future minimum lease payments total $136,242 in 2023, $187,056 in 2024, and $192,708 in 2025 although the lease may be terminated at any time by either party with one hundred eighty 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. Due to the uncertainty of the achievement and timing of the contingent events requiring payment under these agreements, the amounts to be paid by us in the future are not determinable.

Other Commitments

In the normal course of business, we enter into various contracts and purchase commitments including those with contract research organizations (“CROs”) for clinical trials services, contract manufacturing organizations (“CMOs”) for production of materials for use in our clinical trials, and other independent contractors for preclinical research activities and other services and products. Most contracts are generally cancellable, with notice, at the Company’s option. Payments due upon cancellation may consist of payments for services provided or expenses incurred to date, or cancellation penalties depending on the time of cancellation.

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5. Stockholders’ Equity

Common Stock Transactions

During March 2023, we issued 108,696 shares of our common stock pursuant to a professional relations and 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 2,250,000 shares of our common stock are reserved for issuance pursuant to the 2020 Plan. During the three months ended March 31, 2023, there were no transactions related to the 2020 Plan. As of March 31, 2023, there are 2,058,800 stock options outstanding, with a weighted-average exercise price of $1.89 per share and a weighted-average remaining contractual term of 8.9 years.

Stock Purchase Warrants

We have issued stock purchase warrants in connection with past financing and licensing transactions. During the three months ended March 31, 2023, there were no transactions related to our stock purchase warrants. As of March 31, 2023, there are 13,384,115 stock purchase warrants outstanding with a weighted-average exercise price of $2.77 per share and a weighted-average remaining term of 4.3 years.

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. Stock-based compensation expense related to stock option grants was $228,039 and $190,191 during the three-month periods ended March 31, 2023 and 2022, respectively, and as of March 31, 2023, there is $1,221,367 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 1.8 years.

We have also issued shares of our restricted common stock to consultants and recognize the related expense over the terms of the related agreements. During the three-month periods ended March 31, 2023 and 2022 we recorded stock-based compensation expense of $18,000 and $14,960, respectively, associated with common stock issued for consulting services. As of March 31, 2023, there is $81,000 recorded as a prepaid expense for these arrangements, which will be recognized as expense over the terms of the related agreements.

7. Net Loss Per Share

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding. The Company’s 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 15,442,915 and 6,846,415 shares at March 31, 2023 and 2022, respectively.

8. Income Taxes

No provision for income taxes was recorded in either of the three-month periods ended March 31, 2023 and 2022. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of March 31, 2023.

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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, 2022, which was filed with the Securities and Exchange Commission on March 23, 2023.

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, 2022. 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 cancers and infectious diseases using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials for a next-generation COVID-19 vaccine and a gene-directed therapy against advanced head and neck cancer. Additional preclinical research and development programs include preventive vaccines against Mpox (monkeypox), hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan, Marburg, and Lassa), Zika virus, 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 (ClinicalTrials.gov Identifier: NCT04977024), evaluating its safety and efficacy as a preventive COVID-19 vaccine in high-risk immunocompromised patients (e.g. patients who have previously received either an allogeneic hematopoietic cell transplant, an autologous hematopoietic cell transplant or chimeric antigen receptor (CAR) T cell therapy). A preliminary analysis of data from this study indicates CM04S1 is highly immunogenic in these patients, inducing both antibody responses, including neutralizing antibodies, and T cell responses. These data support the planned progression of the Phase 2 clinical study, which will include a direct comparison to currently approved mRNA vaccines.

● GEO-CM04S1 is also undergoing the Phase 2 portion of a Phase 1/2 trial (ClinicalTrials.gov Identifier: 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 (ClinicalTrials.gov Identifier: NCT03754933) for treatment of patients with advanced head and neck squamous cell carcinoma (HNSCC). This trial is being funded in part by the U.S. Food & Drug Administration (FDA) pursuant to its Orphan Products Clinical Trials Grants Program. The trial is designed to inform the design of a larger patient trial that also may involve patients with other anatomically accessible oral and pharyngeal cancers, including cancers of the lip, tongue, gum, floor of mouth, salivary gland and other oral cavities.

● We have additional research programs for vaccines and immunotherapies at various stages of preclinical development.

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Our corporate strategy is to advance, protect and exploit our differentiated vaccine/immunotherapy technologies leading to the successful development of preventive and therapeutic vaccines and immunotherapies against infectious diseases and various cancers. Our goal is to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities.

Financial Overview

Revenue

We have not generated any revenue 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. Our grant revenue relates 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.

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;

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

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

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

● expenses incurred internally and externally to improve the efficiency and yield of our vaccine manufacturing process;

● 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 expect our research and development expenditures to increase during the remainder of 2023 and beyond as we advance our existing and future product candidates into and through clinical trials and pursue regulatory approval, especially with regard to the ongoing Gedeptin and GEO-CM04S1 clinical programs. We do not provide forward-looking estimates of costs and time to complete our research programs due to the many uncertainties associated with biotechnology research and development. Due to these uncertainties, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. As we obtain data from preclinical studies and clinical trials, we may elect to discontinue or delay certain development programs to focus our resources on more promising product candidates. Completion of preclinical studies and human clinical trials may take several years or more, but the length of time can vary substantially depending upon several factors. The duration and the cost of future clinical trials may vary significantly over the life of the project because of differences arising during development of the human clinical trial protocols, including the length of time required to enroll suitable patient subjects, the number of patients that ultimately participate in the clinical trial, the duration of patient follow-up, and the number of clinical sites included in the clinical trials.

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. 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 support expanded research and development activities, prepare for potential commercialization of our current and future product candidates, and other general corporate activities.

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Critical Accounting Policies and Estimates

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

For a description of critical accounting policies that require significant judgments and estimates during the preparation of our financial statements, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to our critical accounting policies from those disclosed in our 2022 Annual Report.

Recent Accounting Pronouncements – 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 table summarizes our results of operations for the three-month periods ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023			2022			Change
Grant revenue	$	-		$	81,526		$	(81,526	)
Operating expenses:
Research and development		2,819,189			1,330,544			1,488,645
General and administrative		1,451,425			1,179,024			272,401
Total operating expenses		4,270,614			2,509,568			1,761,046
Loss from operations		(4,270,614	)		(2,428,042	)		(1,842,572	)
Interest income		232,698			527			232,171
Net loss	$	(4,037,916	)	$	(2,427,515	)	$	(1,610,401	)

Grant Revenue

Grant revenue decreased by $81,526 (100%) for the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022, reflective of the wind-down of the Company’s grant from the U.S. Department of Defense for our Lassa Fever vaccine program. As of March 31, 2023, all approved grant funds have been utilized.

Research and Development Expenses

Our research and development expenses were $2,819,189 for the three-month period ended March 31, 2023, as compared to $1,330,544 for the comparable 2022 period, representing an increase of $1,488,645 (112%). The increase during 2023 relates primarily to higher personnel costs (including the use of external consultants), costs of conducting clinical trials for GEO-CM04S1 and Gedeptin, and a generally higher level of activity. Research and development expense for 2023 and 2022 includes stock-based compensation expense of $77,873 and $54,292, respectively, associated with employee stock options.

General and Administrative Expenses

Our general and administrative expenses were $1,451,425 for the three-month period ended March 31, 2023, as compared to $1,179,024 for the comparable 2022 period, representing an increase of $272,401 (23%). The increase during 2023 relates primarily to higher personnel costs, investor relations consulting costs, and travel expenses. General and administrative expense for 2023 and 2022 includes stock-based compensation expense of $168,166 and $150,859, respectively, associated with employee and consultant stock options and stock awards.

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Other Income

Interest income for the three-month periods ended March 31, 2023 and 2022 was $232,698 and $527, respectively. The increase during 2023 is attributable to higher cash balances and rising interest rates.

Liquidity and Capital Resources

The following tables summarize our liquidity and capital resources as of March 31, 2023 and December 31, 2022, and our cash flows for the three-month periods ended March 31, 2023 and 2022:

Liquidity and Capital Resources	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	23,849,860	$	27,612,732
Working capital		21,449,776		24,190,836

	Three Months Ended March 31,
Cash Flow Data	2023			2022
Net cash provided by (used in):
Operating activities	$	(3,762,872	)	$	(4,333,240	)
Investing activities		-			(62,186	)
Financing activities		-			9,229,272
Net increase in cash and cash equivalents	$	(3,762,872	)	$	4,833,846

Operating Activities – Net cash used in operating activities of $3,762,872 for the three months ended March 31, 2023 was primarily due to our net loss of $4,037,916, offset by non-cash charges such as depreciation and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $4,333,240 for the three months ended March 31, 2022 was primarily due to our net loss of $2,427,515, offset by non-cash items such as depreciation expense and stock-based compensation expense, and by changes in our working capital accounts.

Investing Activities – Net cash used in investing activities was $-0- and $62,186 for the three-month periods ended March 31, 2023 and 2022, respectively. Net cash used in investing activities for the 2022 period relates to purchases of property and equipment.

Financing Activities – Net cash provided by financing activities was $-0- and $9,229,272 for the three-month periods ended March 31, 2023 and 2022, respectively. Net cash provided by financing activities for the 2022 period relates primarily to net proceeds from an offering of our common stock and warrants.

Funding Requirements and Sources of Capital

To date, we have not generated any product revenue. We do not know when, or if, we will generate any product revenue and we do not expect to generate significant product revenue unless and until we obtain regulatory approval and commercialize one of our current or future product candidates. We anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. We are subject to all of the risks incident to the development of new products, and may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. We anticipate that we will need substantial additional funding in connection with our continuing operations. We have funded our operations to date primarily from sales of our equity securities and from government grants and clinical trial assistance.

As of the date of this Quarterly Report, we expect our existing cash and cash equivalents will be sufficient to fund our operations into the fourth quarter of 2023. This projection takes into consideration contractual commitments we have made, and expect to make, in the normal course of operating our business, which include (i) obligations to our employees, (ii) our lease obligations, (iii) payments due under license agreements for various technologies and patent rights associated with our product development activities, (iv) arrangements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other third-party vendors for clinical trials services and production of materials for use in our clinical trials, and (v) other various firm purchase commitments and contractual obligations related to production and testing of our product candidates and the general operation of our business.

11

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties and is based on assumptions that may prove to be wrong; actual results could vary materially.

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 March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

12

Limitations on Controls

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

PART II -- OTHER INFORMATION

Item 1 Legal Proceedings

None.

Item 1A Risk Factors

For information regarding factors that could affect our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in 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

On March 28, 2023, we issued 108,696 shares of our restricted common stock to Acorn Management Partners, LLC pursuant to a professional relations and consulting agreement. 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.

13

Item 6 Exhibits

Exhibit
Number	Description
10.1 **	Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (2)
10.2 **	Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (2)
10.3*	Amendment to Exclusive License Agreement, dated April 11, 2023, between GeoVax, Inc. and City of Hope
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 Annual Report on Form 10-K filed March 23, 2023.

14

SIGNATURES

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

		GEOVAX LABS, INC.
		(Registrant)
Date: May 4, 2023	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer
		(duly authorized officer and principal financial officer)

15

EX-10.3

Exhibit 10.3

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIEDINFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE

(i) THE COMPANY HAS DETERMINED THE OMITTED INFORMATION IS NOT MATERIAL, AND
(ii) THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL

AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

This Amendment to Exclusive License Agreement (this “Amendment”) is made as of April 11^th, 2023 (the “Amendment Effective Date”) by and between City of Hope, a California non-profit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010-3000 (“COH”), and GeoVax, Inc., a Georgia corporation with a principal place of business at 1900 Lake Park Drive, Suite 380, Smyrna, GA 30080 (“Licensee”). COH and Licensee are each referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

(A) COH and Licensee entered into that certain Exclusive License Agreement (OTL 21-588) (the “License Agreement”), effective as of November 9, 2021 (the “Effective Date”);

(B) GeoVax Labs, Inc., a Delaware corporation having its principal place of business at 1900 Lake Park Drive, Suite 380, Smyrna, GA 30080 (“Parent”), is guaranteeing the performance of Licensee under Section 9.3.2 of the License Agreement;

(C) City of Hope National Medical Center and City of Hope Medical Foundation (each an Affiliate of COH, and referred to collectively as “Institution”) and Licensee entered into Clinical Trial Agreement, Protocol 21163, effective on or about June 22, 2022 (“CTA 21163”) and Clinical Trial Agreement, Protocol, 20447, effective on or about June 22, 2022 (“CTA 20447”) (CTA 20447 together with CTA 21163, the “Clinical Trial Agreements”), pursuant to which Institution will perform certain work relating to each Study (as defined in the respective Clinical Trial Agreement);

(D) The Clinical Trial Agreements expanded the scope of the COVID-19 Patent Rights and the Materials, each as defined in the License Agreement; and

(E) The Parties wish to amend the License Agreement to reflect the expanded scope of certain defined terms under the License Agreement as intended pursuant to Clinical Trial Agreements and make certain other amendments to the License Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, in the License Agreement, and in the Clinical Trial Agreements, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:

(1) Defined Terms. All defined terms used in this Amendment shall have the same respective definitions as in the License Agreement, unless otherwise specified in this Amendment.

(2) Upfront Amendment Payment. Licensee shall pay to COH a one-time non-refundable fee of *** (US $***) within thirty (30) days of the Amendment Effective Date. For clarity, the foregoing payment shall be in addition to the payment due to COH under Section 4.1 of the License Agreement.

1

(3) Amendment to Definition of “COVID-19 Patent Rights”. Section 1.12 of the License Agreement is hereby deleted in its entirety and replaced with the following:

1.12 “COVID-19 Patent Rights” means:

(a) United States Patent Application No. 63/244,103, filed on September 14, 2021, and Patent Application No. PCT/US2021/032821, filed on May 17, 2021; (ii) patents, patent applications, continuations, divisional applications, and foreign equivalents that claim the same invention(s) and priority date as the foregoing; (iii) continuation-in-part applications that repeat a substantial portion of any of the foregoing applications; (iv) letters patent or the equivalent issued on any of the foregoing applications throughout the world; and (v) amendments, extensions, renewals, reissues, and re-examinations of any of the foregoing ((i) – (v) collectively, the “License COVID-19 Patent Rights”);

(b) (i) United States Patent Application Nos. 63/280,524, filed on November 17, 2021; 63/280,533, filed on November 17, 2021; 63/280,546, filed on November 17, 2021; 63/280,557, filed on November 17, 2021; 63/280,561, filed on November 17, 2021; (ii) patent applications filed by COH and claiming Clinical Inventions (as such term is defined in the Clinical Trial Agreements); (iii) patents, patent applications, continuations, divisional applications, and foreign equivalents that claim the same invention(s) and priority date as any of the foregoing; (iv) continuation-in-part applications that repeat a substantial portion of any of the foregoing applications; (v) letters patent or the equivalent issued on any of the foregoing applications throughout the world; and (vi) amendments, extensions, renewals, reissues, and re-examinations of any of the foregoing ((i) – (vi) collectively, the “Amendment COVID-19 Patent Rights”); and,

(c) (i) United States Patent Application Nos. 63/369,199, filed on July 22, 2022; No. 63/370,922, filed on Aug 9, 2022; 63/380,718, filed on October 24, 2022; (ii) patents, patent applications, continuations, divisional applications, and foreign equivalents that claim the same invention(s) and priority date as any of the foregoing; (iii) continuation-in-part applications that repeat a substantial portion of any of the foregoing applications; (iv) letters patent or the equivalent issued on any of the foregoing applications throughout the world; and (v) amendments, extensions, renewals, reissues, and re-examinations of any of the foregoing ((i) – (v) collectively, the “Amendment Orthopox Patent Rights”) (the Amendment Orthopox Patent Rights together with Amendment COVID-19 Patent Rights, “Amendment Patent Rights”).

Except (x) as explicitly provided above and (y) as may otherwise be agreed in a separate writing, the COVID-19 Patent Rights explicitly exclude any and all patents or patent applications based on research conducted by COH or its Affiliates after the Effective Date. Notwithstanding the foregoing, COVID-19 Patent Rights shall only include any continuation-in-part application to the extent that claims in such continuation-in-part application are supported in the specification of the parent application, unless otherwise mutually agreed to in writing by the Parties to this Agreement.

2

(4) Amendment to Definition of “Field”. Section 1.13 of the License Agreement is hereby deleted in its entirety and replaced with the following:

1.13 “Field” means the field of vaccine products (a) targeted for prevention, reduction, amelioration or treatment against COVID-19; and/or (b) targeted for prevention, reduction, amelioration or treatment against COVID-19 and which are also targeted for prevention, reduction, amelioration or treatment against a virus within the orthopoxvirus genus; provided, however, that the Field explicitly excludes (i) the use of a synthetic modified vaccinia Ankara (sMVA) alone which is not targeted for COVID-19 and (ii) vaccine products targeted for prevention, reduction, amelioration or treatment against a virus within the orthopoxvirus genus which are not also targeted for prevention, reduction, amelioration or treatment against COVID-19.

(5) Amendment to Definition of “Materials”. Section 1.24 of the License Agreement is hereby deleted in its entirety and replaced with the following:

1.24 “Materials” means (a) the biological materials specifically identified on Exhibit B,; (b) tangible copies of the technical information and data specifically identified on Exhibit B ((a) – (b) collectively, the “License Materials”); (c) the biological materials specifically identified on Exhibit E; (d) tangible copies of the technical information, data and manufacturing and testing documentation specifically identified on Exhibit E, solely as such exist as of Amendment Effective Date; and (e) the Study Data (as such term is defined in the Clinical Trial Agreements ((c) – (e) collectively, the “Amendment Materials”).

(6) Amendment to Section 2.6. The following is added to the end of the table which follows the first paragraph of Section 2.6 of the License Agreement:

“Deadline Date”

“Diligence Milestone”

Within 1 year of Marketing Approval of a Licensed Product targeting Covid-19

Either (a) if the FDA does not require additional human trials, submit a Licensed Product for Marketing Approval anywhere in the Territory for the prevention, reduction, amelioration or treatment against a virus within the orthopoxvirus genus; or (b) if the FDA does require additional human trials, dose the first patient in a Phase 3 Clinical Trial of a Licensed Product for the prevention, reduction, amelioration or treatment against a virus within the orthopoxvirus genus anywhere in the Territory.

3

(7) Amendment to Section 4.3. Section 4.3 of the License Agreement is hereby deleted in its entirety and replaced with the following:

4.3 Development Milestone Payments.

4.3.1 COVID-19 Development Milestone Payments.

Within thirty (30) days after the occurrence of each “COVID-19 Development Milestone Event” set forth below with respect to each of the first two Licensed Products targeting COVID-19, Licensee shall pay COH or its designee the amount indicated below:

COVID-19 Development Milestone Event	Amount Due
#1. The first to occur of: (a) Dosing of the first patient in a Phase 3 Clinical Trial; and (b) The decision by the United States Food and Drug Administration that a Phase 2 Clinical Trial is sufficient for Marketing Approval.	$***
#2. Upon first Marketing Approval in the United States.	$***
#3. Upon first Marketing Approval in any country in Europe. There will be no payments due to COH under this Section upon the Marketing Approval in any subsequent country in Europe.	$***
#4. Upon first Marketing Approval in any one of China or Japan. There will be no payments due to COH under this Section upon the Marketing Approval in the other country.	$***
#5. Upon first Marketing Approval in one of Brazil, Australia, India, or Russia. There will be no payments due to COH under this Development Milestone Event #5 upon the Marketing Approval in any subsequent country listed in Development Milestone Event #5.	$***

For clarity, each payment for each COVID-19 Development Milestone Event #1 - #5 will be due twice: once when the applicable COVID-19 Development Milestone Event is met with respect to the first Licensed Product, and once when the applicable COVID-19 Development Milestone Event is met with respect to the second Licensed Product. The Parties agree that a second Licensed Product will be a Licensed Product directed to a different COVID-19 variant than the first Licensed Product, which would necessitate a new Marketing Approval by the applicable Regulatory Authority. A second Licensed Product shall not include any use of a Licensed Product that has been the subject of a COVID-19 Development Milestone Payment above, including but not limited to the following: (i) a Combination Product with such first Licensed Product directed to another indication (e.g., seasonal flu or RSV), (ii) an expanded use to treat any symptom, sequela, or other medical condition associated with COVID-19 with such first Licensed Product, (iii) an expanded use to treat a new set of patients or a subpopulation of patients with such first Licensed Product, when such first Licensed Product has already been approved in a different patient population or sub-population of patients with respect to COVID-19.

4

4.3.2 Orthopox Development Milestone Payments.

Within thirty (30) days after the occurrence of each “Orthopox Development Milestone Event” set forth below with respect to only the first Licensed Product in the Field targeting a virus within the orthopoxvirus genus, Licensee shall pay COH or its designee the amount indicated below:

Orthopox Development Milestone Event	Amount Due
#6. Upon first Marketing Approval in the United States for an indication of the treatment of a patient with a disease related to a virus within the orthopoxvirus genus.	$***
#7. Upon first Marketing Approval outside the United States for an indication of the treatment of a patient a disease related to a virus within the orthopoxvirus genus.	$***

For clarity the Orthopox Development Milestone Payments #6 and #7 above will be paid only once. The Marketing Approval for any additional Licensed Product targeting a virus within the orthopoxvirus genus or an additional indication of the first Licensed Product for the treatment of a patient with an orthopox related disease will not trigger any additional milestone payment under this Section 4.3.2.

(8) Amendment to Section 9.2. Section 9.2 of the License Agreement is hereby deleted in its entirety and replaced with the following:

9.2 Representations and Warranties of COH. COH represents and warrants that, as of the Effective Date, to the actual knowledge of the Vice President, Business Innovation of its Office of Technology Licensing without independent inquiry, COH has not received any notice of (i) any litigation or similar proceedings involving the License COVID-19 Patent Rights and the License Materials, including any claim of inventorship or ownership; (ii) any allegation of an infringement or misappropriation of trade secrets, copyright, proprietary information or any other intellectual property rights of any Third Parties with respect to the License COVID-19 Patent Rights; or (iii) any non-compliance of the License Materials with respect to the applicable laws, rules, regulations and guidelines, including those that govern the confidentiality and privacy of individually identifiable health information including, without limitation, the Health Insurance Portability and Accountability Act of 1996. COH represents and warrants that, as of the Amendment Effective Date, to the actual knowledge of the Vice President, Business Innovation of its Office of Technology Licensing, without independent inquiry, COH has not received any notice of (i) any litigation or similar proceedings involving the Amendment Patent Rights, or the Amendment Materials, including any claim of inventorship or ownership; (ii) any allegation of an infringement or misappropriation of trade secrets, copyright, proprietary information or any other intellectual property rights of any Third Parties with respect to the Amendment Patent Rights; or (iii) any non-compliance of the Amendment Materials with respect to the applicable laws, rules, regulations and guidelines, including those that govern the confidentiality and privacy of individually identifiable health information including, without limitation, the Health Insurance Portability and Accountability Act of 1996.

5

(9) The title of Exhibit B in the License Agreement is hereby amended from “Materials List” to “License Materials List”.

(10) Exhibit E, attached hereto, is hereby added to the License Agreement.

(11) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall be and constitute one and the same instrument. For purposes of executing this Amendment, a facsimile copy or an emailed PDF of this Amendment, including the signature pages, will be deemed an original.

(12) Miscellaneous. Except as expressly set forth herein, the terms and conditions of the License Agreement shall remain in full force and effect, and this Amendment is governed by the terms and conditions of the License Agreement. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the License Agreement, the terms and conditions set forth in this Amendment shall control with respect to the subject matter hereof.

[signature page follows]

6

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Effective Date by their duly authorized representatives.

GEOVAX, INC.	CITY OF HOPE
By:	By:
Name	Name:
Title:	Title:

GEOVAX LABS, INC.

(solely with respect to Section 9.3.2 of the License Agreement, as amended by this Amendment)

By:

Name

Title:

7

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: May 4, 2023	/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: May 4, 2023	/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 March 31, 2023, I, David A. Dodd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

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

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

Dated: May 4, 2023	/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 March 31, 2023, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

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

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

Dated: May 4, 2023	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 04, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39563
Entity Registrant Name	GEOVAX LABS, INC.
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 (in shares)		26,443,649
Entity Central Index Key	0000832489
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
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
Warrants to Purchase Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	GOVXW
Security Exchange Name	NASDAQ

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Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 23,849,860	$ 27,612,732
Prepaid expenses	2,138,971	1,325,998
Total current assets	25,988,831	28,938,730
Property and equipment, net	217,593	234,912
Other assets	1,197,788	2,174,286
Total assets	27,404,212	31,347,928
Current liabilities:
Accounts payable	1,287,995	1,747,682
Accrued expenses	3,251,060	3,000,212
Total current liabilities	4,539,055	4,747,894
Stockholders’ equity:
Authorized shares – 600,000,000 Issued and outstanding shares – 26,443,649 and 26,334,953 at March 31, 2023 and December 31, 2022, respectively	26,444	26,335
Additional paid-in capital	105,273,652	104,970,722
Accumulated deficit	(82,434,939)	(78,397,023)
Total stockholders’ equity	22,865,157	26,600,034
Total liabilities and stockholders’ equity	$ 27,404,212	$ 31,347,928

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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, Shares, Outstanding (in shares)	26,443,649	26,334,953
Common stock, issued (in shares)	26,443,649	26,334,953

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Grant revenue	$ 0	$ 81,526
Operating expenses:
Research and development	2,819,189	1,330,544
General and administrative	1,451,425	1,179,024
Total operating expenses	4,270,614	2,509,568
Loss from operations	(4,270,614)	(2,428,042)
Other income:
Interest income	232,698	527
Net loss	$ (4,037,916)	$ (2,427,515)
Basic and diluted:
Net loss per common share (in dollars per share)	$ (0.15)	$ (0.34)
Weighted average shares outstanding (in shares)	26,338,576	7,109,473

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	6,381,541
Balance at Dec. 31, 2021	$ 6,382	$ 68,731,220	$ (64,375,898)	$ 4,361,704
Stock option expense	0	190,191	0	190,191
Net loss	$ 0	0	(2,427,515)	(2,427,515)
Sale of common stock and warrants for cash (in shares)	707,484
Sale of common stock and warrants for cash	$ 707	9,228,541	0	9,229,248
Issuance of common stock upon warrant exercise (in shares)	2,360,000
Issuance of common stock upon warrant exercise	$ 2,360	(2,336)	0	24
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, 2022	26,334,953
Balance at Dec. 31, 2022	$ 26,335	104,970,722	(78,397,023)	26,600,034
Issuance of common stock for services (in shares)	108,696
Issuance of common stock for services	$ 109	74,891	0	75,000
Stock option expense	0	228,039	0	228,039
Net loss	$ 0	0	(4,037,916)	(4,037,916)
Balance (in shares) at Mar. 31, 2023	26,443,649
Balance at Mar. 31, 2023	$ 26,444	$ 105,273,652	$ (82,434,939)	$ 22,865,157

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (4,037,916)	$ (2,427,515)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	17,319	12,269
Stock-based compensation expense	246,039	205,151
Changes in assets and liabilities:
Grant funds receivable	0	(50,520)
Prepaid expenses and other current assets	(755,973)	(138,368)
Other assets	976,498	0
Accounts payable, accrued expenses and other liabilities	(208,839)	(1,934,257)
Total adjustments	275,044	(1,905,725)
Net cash used in operating activities	(3,762,872)	(4,333,240)
Cash flows from investing activities:
Purchase of equipment	0	(62,186)
Net cash used in investing activities	0	(62,186)
Cash flows from financing activities:
Net proceeds from sale of common stock and warrants	0	9,229,248
Net proceeds from warrant exercise	0	24
Net cash provided by financing activities	0	9,229,272
Net increase (decrease) in cash and cash equivalents	(3,762,872)	4,833,846
Cash and cash equivalents at beginning of period	27,612,732	11,423,870
Cash and cash equivalents at end of period	$ 23,849,860	$ 16,257,716

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Note 1 - Nature of Business

3 Months Ended

Mar. 31, 2023

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 herein as “GeoVax” or the “Company”.

The Company is focused on developing immunotherapies and vaccines against cancers and infectious diseases using novel vector vaccine platforms. GeoVax’s product pipeline includes ongoing human clinical trials for a next-generation COVID-19 vaccine and a gene-directed therapy for advanced head and neck cancer. Additional preclinical research and development programs include preventive vaccines against Mpox (monkeypox), hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan, Marburg, and Lassa Fever) Zika virus, and malaria, as well as immunotherapies for solid tumors.

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Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

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, 2022 those accounting policies that we consider significant in determining our results of operations and financial position. During the three months ended March 31, 2023, 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 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, 2022. 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.

We believe that our existing cash resources will be sufficient to continue our planned operations into the fourth quarter of 2023. We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and expect to require additional funding to continue our research and development activities. We plan to pursue additional cash resources through public or private equity or debt financings, government grants, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Recent Accounting Pronouncements

During the three months ended March 31, 2023, 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

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Supplemental Balance Sheet Disclosures [Text Block]

3. Balance Sheet Components

Prepaid Expenses – Prepaid expenses consist of the following:

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (current portion)	$	1,962,913	$	1,171,077
Prepaid insurance premiums		72,013		107,876
Prepaid rent		13,045		13,045
Other prepaid expenses		91,000		34,000
Total prepaid expenses	$	2,138,971	$	1,325,998

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

	March 31, 2023			December 31, 2022
Equipment and furnishings	$	725,812		$	725,812
Leasehold improvements		115,605			115,605
Total property and equipment		841,417			841,417
Accumulated depreciation and amortization		(623,824	)		(606,505	)
Total property and equipment, net	$	217,593		$	234,912

Other Assets – Other assets consist of the following:

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (noncurrent portion)	$	1,106,778	$	2,083,276
Prepaid technology license fees		80,000		80,000
Deposits		11,010		11,010
Total other assets	$	1,197,788	$	2,174,286

Accrued Expenses – Accrued expenses consist of the following:

	March 31, 2023		December 31, 2022
Accrued technology license fees	$	2,000,000	$	2,000,000
Payroll-related liabilities		127,553		550,810
Other accrued expenses		1,123,507		449,402
Total accrued expenses	$	3,251,060	$	3,000,212

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Note 4 - Commitments

3 Months Ended

Mar. 31, 2023

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, 2025. Rent expense for the three-month periods ended March 31, 2023 and 2022 was $45,414 and $44,089, respectively. Future minimum lease payments total $136,242 in 2023, $187,056 in 2024, and $192,708 in 2025 although the lease may be terminated at any time by either party with one hundred eighty 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. Due to the uncertainty of the achievement and timing of the contingent events requiring payment under these agreements, the amounts to be paid by us in the future are not determinable.

Other Commitments

In the normal course of business, we enter into various contracts and purchase commitments including those with contract research organizations (“CROs”) for clinical trials services, contract manufacturing organizations (“CMOs”) for production of materials for use in our clinical trials, and other independent contractors for preclinical research activities and other services and products. Most contracts are generally cancellable, with notice, at the Company’s option. Payments due upon cancellation may consist of payments for services provided or expenses incurred to date, or cancellation penalties depending on the time of cancellation.

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Note 5 - Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Preferred Stock [Text Block]

5. Stockholders’ Equity

Common Stock Transactions

During March 2023, we issued 108,696 shares of our common stock pursuant to a professional relations and 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 2,250,000 shares of our common stock are reserved for issuance pursuant to the 2020 Plan. During the three months ended March 31, 2023, there were no transactions related to the 2020 Plan. As of March 31, 2023, there are 2,058,800 stock options outstanding, with a weighted-average exercise price of $1.89 per share and a weighted-average remaining contractual term of 8.9 years.

Stock Purchase Warrants

We have issued stock purchase warrants in connection with past financing and licensing transactions. During the three months ended March 31, 2023, there were no transactions related to our stock purchase warrants. As of March 31, 2023, there are 13,384,115 stock purchase warrants outstanding with a weighted-average exercise price of $2.77 per share and a weighted-average remaining term of 4.3 years.

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Note 6 - Stock-based Compensation Expense

3 Months Ended

Mar. 31, 2023

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. Stock-based compensation expense related to stock option grants was $228,039 and $190,191 during the three-month periods ended March 31, 2023 and 2022, respectively, and as of March 31, 2023, there is $1,221,367 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 1.8 years.

We have also issued shares of our restricted common stock to consultants and recognize the related expense over the terms of the related agreements. During the three-month periods ended March 31, 2023 and 2022 we recorded stock-based compensation expense of $18,000 and $14,960, respectively, associated with common stock issued for consulting services. As of March 31, 2023, there is $81,000 recorded as a prepaid expense for these arrangements, which will be recognized as expense over the terms of the related agreements.

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Note 7 - Net Loss per Share

3 Months Ended

Mar. 31, 2023

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. The Company’s 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 15,442,915 and 6,846,415 shares at March 31, 2023 and 2022, respectively.

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Note 8 - Income Taxes

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

8. Income Taxes

No provision for income taxes was recorded in either of the three-month periods ended March 31, 2023 and 2022. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of March 31, 2023.

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Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of PresentationThe accompanying 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, 2022. 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.We believe that our existing cash resources will be sufficient to continue our planned operations into the fourth quarter of 2023. We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and expect to require additional funding to continue our research and development activities. We plan to pursue additional cash resources through public or private equity or debt financings, government grants, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting PronouncementsDuring the three months ended March 31, 2023, 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 (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

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

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (current portion)	$	1,962,913	$	1,171,077
Prepaid insurance premiums		72,013		107,876
Prepaid rent		13,045		13,045
Other prepaid expenses		91,000		34,000
Total prepaid expenses	$	2,138,971	$	1,325,998

Property, Plant and Equipment [Table Text Block]

	March 31, 2023			December 31, 2022
Equipment and furnishings	$	725,812		$	725,812
Leasehold improvements		115,605			115,605
Total property and equipment		841,417			841,417
Accumulated depreciation and amortization		(623,824	)		(606,505	)
Total property and equipment, net	$	217,593		$	234,912

Schedule of Other Assets [Table Text Block]

	March 31, 2023		December 31, 2022
Prepaid clinical trial costs (noncurrent portion)	$	1,106,778	$	2,083,276
Prepaid technology license fees		80,000		80,000
Deposits		11,010		11,010
Total other assets	$	1,197,788	$	2,174,286

Schedule of Accrued Liabilities [Table Text Block]

	March 31, 2023		December 31, 2022
Accrued technology license fees	$	2,000,000	$	2,000,000
Payroll-related liabilities		127,553		550,810
Other accrued expenses		1,123,507		449,402
Total accrued expenses	$	3,251,060	$	3,000,212

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Note 3 - Balance Sheet Components - Prepaid Expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Prepaid clinical trial costs (current portion)	$ 1,962,913	$ 1,171,077
Prepaid insurance premiums	72,013	107,876
Prepaid rent	13,045	13,045
Other prepaid expenses	91,000	34,000
Total prepaid expenses	$ 2,138,971	$ 1,325,998

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Note 3 - Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Total property and equipment	$ 841,417	$ 841,417
Accumulated depreciation and amortization	(623,824)	(606,505)
Total property and equipment, net	217,593	234,912
Equipment and Furnishings [Member]
Total property and equipment	725,812	725,812
Leasehold Improvements [Member]
Total property and equipment	$ 115,605	$ 115,605

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Note 3 - Balance Sheet Components - Schedule Of Other Assets (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Prepaid clinical trial costs (noncurrent portion)	$ 1,106,778	$ 2,083,276
Prepaid technology license fees	80,000	80,000
Deposits	11,010	11,010
Total other assets	$ 1,197,788	$ 2,174,286

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Note 3 - Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued technology license fees	$ 2,000,000	$ 2,000,000
Payroll-related liabilities	127,553	550,810
Other accrued expenses	1,123,507	449,402
Total accrued expenses	$ 3,251,060	$ 3,000,212

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Note 4 - Commitments (Details Textual) - Office and Laboratory Lease Agreement [Member]	3 Months Ended
	Mar. 31, 2023 USD ($) ft²	Mar. 31, 2022 USD ($)
Area of Real Estate Property | ft²	8,400
Operating Lease, Expense	$ 45,414	$ 44,089
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	136,242
Lessee, Operating Lease, Liability, to be Paid, Year One	187,056
Lessee, Operating Lease, Liability, to be Paid, Year Two	$ 192,708

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Note 5 - Stockholders' Equity (Details Textual)	1 Months Ended	3 Months Ended
	Mar. 31, 2023 $ / shares shares	Mar. 31, 2023 $ / shares shares
Stock Issued During Period, Shares, Issued for Services	108,696
Class of Warrant or Right, Outstanding	13,384,115	13,384,115
Class Of Warrant Or Right Outstanding Weighted Average Exercise Price | $ / shares	$ 2.77	$ 2.77
Warrants and Rights Outstanding, Term	4 years 3 months 18 days	4 years 3 months 18 days
Stock Incentive Plan 2020 [Member]
Common Stock, Capital Shares Reserved for Future Issuance	2,250,000	2,250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	2,058,800	2,058,800
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 1.89	$ 1.89
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		8 years 10 months 24 days

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Note 6 - Stock-based Compensation Expense (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 1,221,367
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	1 year 9 months 18 days
Prepaid Expense, Value of Stock Issued for Services During Period	$ 81,000
Expense Related To Consulting And Investment Banking Agreements [Member]
Share-Based Payment Arrangement, Expense	18,000	$ 14,960
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense	$ 228,039	$ 190,191

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Note 7 - Net Loss per Share (Details Textual) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	15,442,915	6,846,415