UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2008~~March 31, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-52091

GEOVAX LABS, INC.

(Exact name of Registrant as specified in its charter)


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


1256 Briarcliff Road, N.E. Emtech Bio Suite 500
Atlanta, Georgia (Address of principal executive offices)		30306 (Zip Code)

Registrant’s telephone number, including area code: (404) 727-0971

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ

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

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No þ

As of ~~November 10, 2008, 745,685,913~~May 8, 2009, 751,803,510 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

Part I — FINANCIAL INFORMATION

Item 1Financial Statements

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,			March 31,			December 31,
	2008			2007			2009			2008
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,784,706		$	1,990,356		$	1,970,971		$	2,191,180
Grant funds receivable		275,847			93,260			285,112			311,368
Stock subscriptions receivable		—			897,450
Prepaid expenses and other		302,456			49,748			273,683			299,286


Total current assets		3,363,009			3,030,814			2,529,766			2,801,834

Property and equipment, net of accumulated depreciation of $96,067 and $76,667 at September 30, 2008 and December 31, 2007, respectively		127,390			75,144
Property and equipment, net of accumulated depreciation of $123,824 and $112,795 at March 31, 2009 and December 31, 2008, respectively								127,818			138,847

Other assets:
Licenses, net of accumulated amortization of $128,054 and $109,390 at September 30, 2008 and December 31, 2007, respectively		120,802			139,466
Deferred offering costs		245,592			—
Deposits		980			980
Licenses, net of accumulated amortization of $140,497 and $134,276 at March 31, 2009 and December 31, 2008, respectively								108,359			114,580
Deposits and other								3,480			980


Total other assets		367,374			140,446			111,839			115,560


Total assets	$	3,857,773		$	3,246,404		$	2,769,423		$	3,056,241


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	352,249		$	390,993		$	169,293		$	176,260
Amounts payable to Emory University (a related party)		163,567			156,225			123,000			170,162
Accrued salaries		—			51,320


Total current liabilities		515,816			598,538			292,293			346,422

Commitments

Stockholders’ equity:
Common stock, $.001 par value, 900,000,000 shares authorized 745,197,570 and 731,627,926 shares outstanding at September 30, 2008 and December 31, 2007, respectively		745,198			731,628
Common stock, $.001 par value, 900,000,000 shares authorized 749,908,854 and 747,448,876 shares outstanding at March 31, 2009 and December 31, 2008, respectively								749,909			747,449
Additional paid-in capital		15,811,138			12,441,647			16,842,326			16,215,966
Deficit accumulated during the development stage		(13,214,379	)		(10,525,409	)		(15,115,105	)		(14,253,596	)


Total stockholders’ equity		3,341,957			2,647,866			2,477,130			2,709,819


Total liabilities and stockholders’ equity	$	3,857,773		$	3,246,404		$	2,769,423		$	3,056,241

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months Ended						Nine Months Ended						From Inception									From Inception
	September 30,						September 30,						(June 27,2001) to			Three Months Ended						(June 27, 2001) to
	2008			2007			2008			2007			September 30, 2008			March 31,						March 31,
Revenues
																2009			2008			2009
Grant revenue	$	1,322,502		$	—		$	2,298,571		$	—		$	5,946,756		$	710,155		$	599,991		$	7,268,510

		1,322,502			—			2,298,571			—			5,976,756

Operating expenses:
Research and development		1,362,490			360,227			2,725,176			1,273,245			11,475,350			857,236			603,478			13,348,899
General and administrative		698,948			814,803			2,322,292			1,864,978			7,950,349			723,815			705,642			9,321,940

Total operating expenses		2,061,438			1,175,030			5,047,468			3,138,223			19,425,699			1,581,051			1,309,120			22,670,839


Loss from operations		(738,936	)		(1,175,030	)		(2,748,897	)		(3,138,223	)		(13,478,943	)		(870,896	)		(709,129	)		(15,402,329	)

Other income (expense)
Other income (expense):
Interest income		16,828			9,511			59,927			52,297			270,233			9,387			26,619			292,893
Interest expense		—			—			—			—			(5,669	)		—			—			(5,669	)

Total other income (expense)																	9,387			26,619			287,224
		16,828			9,511			59,927			52,297			264,564


Net loss and comprehensive loss	$	(722,108	)	$	(1,165,519	)	$	(2,688,970	)	$	(3,085,926	)	$	(13,214,379	)
Net loss																$	(861,509	)	$	(682,510	)	$	(15,115,105	)


Basic and diluted:
Loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(0.00	)	$	(0.03	)
Weighted average shares		744,082,804			712,834,703			738,098,197			712,814,124			412,194,519

Weighted average shares outstanding																	748,875,047			731,794,959			436,755,054

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


											Deficit
											Accumulated			Total
								Stock			during the			Stockholders’
	Common Stock				Additional			Subscription			Development			Equity
	Shares		Amount		Paid In Capital			Receivable			Stage			(Deficiency)
Capital contribution at inception (June 27, 2001)		—	$	—	$	10		$	—		$	—		$	10
Net loss for the year ended December 31, 2001		—		—		—			—			(170,592	)		(170,592	)

Balance at December 31, 2001		—		—		10			—			(170,592	)		(170,582	)
Sale of common stock for cash		139,497,711		139,498		(139,028	)		—			—			470
Issuance of common stock for technology license		35,226,695		35,227		113,629			—			—			148,856
Net loss for the year ended December 31, 2002		—		—		—			—			(618,137	)		(618,137	)

Balance at December 31, 2002		174,724,406		174,725		(25,389	)		—			(788,729	)		(639,393	)
Sale of common stock for cash		61,463,911		61,464		2,398,145			—			—			2,459,609
Net loss for the year ended December 31, 2003		—		—		—			—			(947,804	)		(947,804	)

Balance at December 31, 2003		236,188,317		236,189		2,372,756			—			(1,736,533	)		872,412
Sale of common stock for cash and stock subscription receivable		74,130,250		74,130		2,915,789			(2,750,000	)		—			239,919
Cash payments received on stock subscription receivable		—		—		—			750,000			—			750,000
Issuance of common stock for technology license		2,470,998		2,471		97,529			—			—			100,000
Net loss for the year ended December 31, 2004		—		—		—			—			(2,351,828	)		(2,351,828	)

Balance at December 31, 2004		312,789,565		312,790		5,386,074			(2,000,000	)		(4,088,361	)		(389,497	)
Cash payments received on stock subscription receivable		—		—		—			1,500,000						1,500,000
Net loss for the year ended December 31, 2005		—		—		—			—			(1,611,086	)		(1,611,086	)

Balance at December 31, 2005		312,789,565		312,790		5,386,074			(500,000	)		(5,699,447	)		(500,583	)
Cash payments received on stock subscription receivable		—		—		—			500,000			—			500,000
Conversion of preferred stock to common stock		177,542,538		177,543		897,573			—			—			1,075,116
Common stock issued in connection with merger		217,994,566		217,994		1,494,855			—			—			1,712,849
Issuance of common stock for cashless warrant exercise		2,841,274		2,841		(2,841	)		—			—			—
Net loss for the year ended December 31, 2006		—		—		—			—			(584,166	)		(584,166	)

Balance at December 31, 2006		711,167,943		711,168		7,775,661			—			(6,283,613	)		2,203,216
Sale of common stock for cash		20,336,433		20,336		3,142,614			—			—			3,162,950
Issuance of common stock upon stock option exercise		123,550		124		4,876			—			—			5,000
Stock-based compensation expense		—		—		1,518,496			—			—			1,518,496
Net loss for the year ended December 31, 2007		—		—		—			—			(4,241,796	)		(4,241,796	)

Balance at December 31, 2007		731,627,926		731,628		12,441,647			—			(10,525,409	)		2,647,866

Continued on following page

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

Deficit
Accumulated Total
Stock during the Stockholders’
Common Stock Additional Subscription Development Equity
Shares Amount Paid In Capital Receivable Stage (Deficiency)
Balance at December 31, 2007 731,627,926 731,628 12,441,647 — (10,525,409 ) 2,647,866
Sale of common stock for cash in private placement transactions (unaudited) 8,806,449 8,806 1,356,194 — — 1,365,000
Transactions related to common stock purchase agreement with Fusion Capital (unaudited):
Sale of common stock for cash, including shares issued for deferred fees 1,682,685 1,683 238,317 — — 240,000
Advance issuance of common stock for prepaid commitment fees and due diligence costs 2,680,510 2,681 387,319 — — 390,000
Amortization of deferred offering costs — — (238,317 ) — — (238,317 )
Stock-based compensation (unaudited)
Stock options — — 1,446,298 — — 1,446,298
Consultant warrants — — 118,080 — — 118,080
Issuance of common stock for consulting services 400,000 400 61,600 — — 62,000
Net loss for the nine months ended September 30, 2008 (unaudited) — — — — (2,688,970 ) (2,688,970 )

Balance at September 30, 2008 (unaudited) 745,197,570 $ 745,198 $ 15,811,138 $ — $ (13,214,379 ) $ 3,341,957


									Deficit
									Accumulated			Total
							Stock		during the			Stockholders’
	Common Stock				Additional		Subscription		Development			Equity
	Shares		Amount		Paid In Capital		Receivable		Stage			(Deficiency)
Balance at December 31, 2007		731,627,926		731,628		12,441,647		—		(10,525,409	)		2,647,866
Sale of common stock for cash in private placement transactions		8,806,449		8,806		1,356,194		—		—			1,365,000
Transactions related to common stock purchase agreement with Fusion Capital		6,514,501		6,515		399,576		—		—			406,091
Stock-based compensation:
Stock options		—		—		1,798,169		—		—			1,798,169
Consultant warrants		—		—		146,880		—		—			146,880
Issuance of common stock for consulting services		500,000		500		73,500		—		—			74,000
Net loss for the year ended December 31, 2008		—		—		—		—		(3,728,187	)		(3,728,187	)

Balance at December 31, 2008		747,448,876		747,449		16,215,966		—		(14,253,596	)		2,709,819
Transactions related to common stock purchase agreement with Fusion Capital (unaudited)		2,459,978		2,460		237,540		—		—			240,000
Stock-based compensation expense (unaudited)		—		—		388,820		—		—			388,820
Net loss for the three months ended
March 31, 2009 (unaudited)		—		—		—		—		(861,509	)		(861,509	)


Balance at March 31, 2009 (unaudited)		749,908,854	$	749,909	$	16,842,326	$	—	$	(15,115,105	)	$	2,477,130

See accompanying notes to financial statements.

GEOVAX LABS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
~~(Unaudited)~~(unaudited)


										Three Months Ended						From Inception
							From Inception			March 31,						(June 27, 2001) to
	Nine Months Ended September 30,						(June 27, 2001) to			2009			2008			March 31, 2009
	2008			2007			September 30, 2008
Cash flows from operating activities:
Net loss	$	(2,688,970	)	$	(3,085,926	)	$	(13,214,379	)	$	(861,509	)	$	(682,510	)	$	(15,115,105	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		38,064			41,729			224,121			17,250			12,688			264,321
Accretion of preferred stock redemption value		—			—			346,673			—			—			346,673
Stock-based compensation expense		1,620,295			928,302			3,138,791			388,820			398,596			3,926,365
Changes in assets and liabilities:
Grant funds receivable		(182,587	)		—			(275,847	)		26,256			(26,676	)		(285,112	)
Prepaid expenses and other current assets		(246,625	)		14,377			(296,373	)		25,603			(3,199	)		(273,683	)
Deposits		—			—			(980	)
Other assets											(2,500	)		—			(3,480	)
Accounts payable and accrued expenses		(82,722	)		490,345			515,816			(54,129	)		(463,870	)		292,293

Total adjustments		1,146,425			1,474,753			3,652,201			401,300			(82,461	)		4,267,377

Net cash used in operating activities		(1,542,545	)		(1,611,173	)		(9,562,178	)		(460,209	)		(764,971	)		(10,847,728	)

Cash flows from investing activities:
Purchase of property and equipment		(71,646	)		—			(223,457	)		—			(2,238	)		(251,642	)

Net cash used in investing activities		(71,646	)		—			(223,457	)		—			(2,238	)		(251,642	)

Cash flows from financing activities:
Net proceeds from sale of common stock		2,502,450			255,000			11,930,807			240,000			897,450			12,336,898
Costs associated with common stock purchase agreement		(93,909	)		—			(93,909	)
Net proceeds from exercise of stock options		—			—			5,000			—			—			5,000
Net proceeds from sale of preferred stock		—			—			728,443			—			—			728,443

Net cash provided by financing activities		2,408,541			255,000			12,570,341			240,000			897,450			13,070,341

Net increase (decrease) in cash and cash equivalents		794,350			(1,356,173	)		2,784,706			(220,209	)		130,241			1,970,971
Cash and cash equivalents at beginning of period		1,990,356			2,088,149			—			2,191,180			1,990,356			—


Cash and cash equivalents at end of period	$	2,784,706		$	731,976		$	2,784,706		$	1,970,971		$	2,120,597		$	1,970,971


Supplemental disclosure of cash flow information:
Interest paid	$	—		$	—		$	5,669		$	—		$	—		$	5,669

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
~~September 30, 2008~~March 31, 2009

1. Description of Company and Basis of Presentation

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a ~~development stage~~ biotechnology company ~~engaged in research and development activities with a mission to develop, license and commercialize the manufacture and sale of~~focused on developing human vaccines for diseases caused by Human Immunodeficiency Virus (HIV) and other infectious agents. The Company has exclusively licensed from Emory University ~~certain Acquired Immune Deficiency Syndrome (AIDS)~~(“Emory”) vaccine technology which was developed in collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and ~~Prevention.~~

~~GeoVax was originally incorporated under the laws of Illinois as Dauphin Technology, Inc.~~Prevention (“~~Dauphin”~~CDC”). Until December 2003, Dauphin marketed mobile hand-held, pen-based computers and broadband set-top boxes and provided private, interactive cable systems to the extended stay hospitality industry. Dauphin was unsuccessful and its operations were terminated in December 2003. On September 28, 2006, Dauphin completed a merger (the “Merger”) with GeoVax, Inc. which was incorporated on June 27, 2001 (date of “inception”). As a result of the Merger, the shareholders of GeoVax, Inc. exchanged their shares of common stock for Dauphin common stock and GeoVax, Inc. became a wholly-owned subsidiary of Dauphin. In connection with the Merger, Dauphin changed its name to GeoVax Labs, Inc., replaced its officers and directors with those of GeoVax, Inc. and moved its offices to Atlanta, Georgia. The Company currently does not plan to conduct any business other than GeoVax, Inc.’s business of developing new products for protection from, and treatment of, human diseases. The Merger was accounted for under the purchase method of accounting as a reverse acquisition in accordance with U.S. generally accepted accounting principles. Under this method of accounting, Dauphin was treated as the “acquired” company and, for accounting purposes, the Merger was treated as the equivalent of GeoVax, Inc. issuing stock for the net monetary assets of Dauphin, accompanied by a recapitalization of GeoVax, Inc. Accordingly, all financial information prior to September 28, 2006 presented in the accompanying condensed consolidated financial statements, or in the notes herein, as well as any references to prior operations, are those of GeoVax, Inc. In June 2008, the Company was reincorporatedis incorporated under the laws of the State of ~~Delaware.~~Delaware and its principal offices are located in Atlanta, Georgia.

The Company is devoting all of its present efforts to research and development and is a development stage enterprise as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, ~~“Accounting~~“Accounting and Reporting by Development Stage Enterprises”, and we are devoting substantially all of our present efforts to research and development. We have funded our activities to date almost exclusively from equity financings and government grants. We will continue to require substantial funds to continue our research and development activities, including preclinical studies and clinical trials of our product candidates, and to commence sales and marketing efforts, if the United States Food and Drug Administration (“FDA”) or other regulatory approvals are obtained.

In September 2007, the National Institutes of Health awarded the Company a grant of approximately $15 million (approximately $3 million awarded annually) to be funded over a 5 year period (see Note 7)Enterprises”. Management expects that the proceeds from this grant, combined with our existing cash resources, will be sufficient to fund our planned research and development activities through the first half of 2009, but that additional funds will be necessary to meet our future operating cash flow requirements. In May 2008, we entered into a $10 million common stock purchase agreement with a third party institutional fund (see Note 4) which we intend to utilize to help meet our additional cash needs. The extent to which we rely on the common stock purchase agreement as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we can secure working capital from other sources if we choose to seek such other sources. Even if we are able to access the full $10 million under the arrangement, we may still need additional capital to fully implement our future business, operating and development plans. While we believe that we will be successful in obtaining the necessary financing to fund our operations through the aforementioned financing arrangement or through other sources, there can be no assurances that such additional funding will be achieved and that we will succeed in our future operations. If we fail to obtain additional funding when needed, we will be forced to scale back, or terminate, our operations, or to seek to merge with or to be acquired by another company.

The accompanying financial statements at ~~September 30, 2008~~March 31, 2009 and for the three month ~~and nine month~~ periods ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited financial

statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2007.~~2008. Our operating results are expected to fluctuate for the foreseeable future. Therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments 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 amounts of liabilities that might be necessary should we be unable to continue in existence.

The Company disclosed in Note 2 to its financial statements included in the Form 10-K for the year ended December 31, ~~2007~~2008 those accounting policies that it considers significant in determining its results of operations and financial position. There have been no material changes to, or application of, the accounting policies previously identified and described in the Form 10-K.

2. New Accounting Pronouncements

~~In September 2006, the~~Effective January 1, 2008, we adopted Financial Accounting Standards Board (“FASB”) ~~issued~~ Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”)~~, which became effective for the Company on January 1, 2008.~~. SFAS 157 provides enhanced guidance for using fair value to measure assets and liabilities. SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value under generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. In February 2008, the FASB issued Staff Position No. 157-2, (“FSP 157-2”) which ~~delays~~delayed the January 1, 2008 effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those already being recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until January 1, 2009. Implementation of these standards had no ~~impact on our results of operations, financial position, or cash flows.~~

~~In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R),~~~~“Business Combinations~~” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. If and when GeoVax acquires one or more entities in the future, we will apply SFAS 141(R) for the purposes of accounting for such acquisitions.

~~In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “~~~~Noncontrolling Interests in Consolidated Financial Statements~~~~” (“SFAS 160”). SFAS 160 amends Accounting Research Bulletin No. 51, “~~~~Consolidated Financial Statements~~,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. GeoVax presently has no such noncontrolling interests. If and at such time as such an interest exists, we will apply SFAS 160.

~~Effective January 1, 2008, we adopted FASB Statement of Financial Accounting Standards No. 159, “~~~~The Fair Value Option for Financial Assets and Financial Liabilities~~” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. We currently have no instruments for which we are applying the fair value accounting option provided by SFAS 159, therefore the adoption of SFAS 159 had no impact on our results of operations, financial position, or cash flows.

Effective January 1, ~~2008,~~2009, we adopted FASB ~~Emerging Issues Task Force Issue No. 07-3, “~~~~Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities~~” (“EITF 07-3”). EITF No. 07-3 addresses the diversity that exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under EITF 07-3, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed. The adoption of EITF 07-3 did not have a material impact on our results of operations, financial position, or cash flows.

~~In March 2008, the FASB issued~~ Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of SFAS 133, “Accounting for Derivative Instruments and Hedging.” The adoption of SFAS 161 ~~is effective for fiscal years beginning after~~

~~November 15, 2008. We will adopt SFAS 161 in the first quarter of 2009 and currently expect such adoption to have~~had no ~~impact~~effect on our results of operations, financial position, or cash flows.

~~In April 2008, the~~Effective January 1, 2009, we adopted FASB ~~issued~~ Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”. ~~FSP 142-3 will be effective for GeoVax in the first quarter of 2009. We are currently assessing the impact~~The adoption of FSP 142-3 had no effect on our results of operations, financial ~~statements.~~position, or cash flows.

Effective January 1, 2009, we adopted FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“EITF 03-6-1”). EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore, need to be included in the earnings allocation in calculating earnings per share under the two-class method described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” EITF 03-6-1 requires companies to treat

unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. The adoption of EITF 03-6-1 had no effect on our results of operations, financial position, or cash flows.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 will become effective 60 days following Securities and Exchange Commission (“SEC”) approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not anticipate the adoption of SFAS 162 towill have a material, ~~impact~~if any, effect on our results of operations, financial position, or cash flows.

In ~~June 2008,~~April 2009, the FASB issued Staff Position ~~No. EITF 03-6-1,~~FAS 107-1 and APB 28-1, “~~Determining Whether~~Interim Disclosures about Fair Value of Financial Instruments ~~Granted in Share-Based Payment Transactions Are Participating Securities~~” (“~~EITF 03-6-1”~~FSP FAS 107-1 and APB 28-1”). ~~EITF 03-6-1 addresses whether~~FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments ~~granted~~ in ~~share-based payment transactions are participating securities prior~~interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting”, to ~~vesting,~~require those disclosures in all interim financial statements. FSP FAS 107-1 and ~~therefore, need to be included~~APB 28-1 is effective for periods ending after June 15, 2009. We will adopt FSP FAS 107-1 and APB 28-1 in the ~~earnings allocation in calculating earnings per share under the two-class method described in FASB Statement of Financial Accounting Standards No. 128, “~~~~Earnings per Share~~.” EITF 03-6-1 requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. EITF 03-6-1 will be effective for GeoVax in the firstsecond quarter of ~~2009. We are~~2009 and currently ~~assessing the impact of EITF 03-6-1, but~~ do not expect that such adoption will have a material, if any, effect on our results of operations, financial position, or cash flows.

We do not believe that any other recently issued, but not yet effective, accounting or reporting standards if currently adopted would have a material effect on our financial statements.

3. Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares primarily consist of employee stock options and warrants issued to investors. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled approximately ~~111.5~~114.8 million and ~~63.6~~93.6 million shares at ~~September 30,~~March 31, 2009 and 2008, ~~and 2007,~~ respectively.

4. Stockholders’ Equity

~~Common Stock Transactions~~

In January 2008, we entered into an agreement with a third party consultant for investor relations and financial consulting services. The agreement provides for the issuance during 2008 of an aggregate 500,000 shares of our common stock, 400,000 of which have been issued as of September 30, 2008. We have recorded general and administrative expense of $18,084 and $55,917 for the three month and nine month periods ended September 30, 2008, respectively, pursuant to this arrangement, with $6,083 recorded as a prepaid expense as of September 30, 2008.

During April and May 2008, we sold an aggregate of 8,806,449 shares of our common stock to 16 individual accredited investors for an aggregate purchase price of $1,365,000. We also issued to the investors warrants to purchase an aggregate of 14,104,841 shares of common stock at a price of $0.33 per share with four or five year terms.

Common Stock Purchase Agreement

In May 2008, we signed a common stock purchase agreement (the “Purchase Agreement”) with Fusion Capital Fund II, LLC (“Fusion”). The Purchase Agreement allows us to require Fusion to purchase up to $10 million of our common stock in amounts ranging from $80,000 to $1.0 million per purchase transaction, depending on certain conditions, from time to

time over a 25-month period beginning July 1, 2008, the date on which the SEC declared effective the registration statement related to the transaction.

The purchase price of the shares ~~related~~relating to the ~~$10 million of future funding will be~~Purchase Agreement is based on the prevailing market prices of our shares at the ~~time~~times of the sales without any fixed discount, and we ~~will~~ control the timing and ~~amount~~amounts of any sales of shares to Fusion. Fusion does not have the right or the obligation to purchase any shares of our common stock on any business day that the purchase price of our common stock is below $0.05. The Purchase Agreement may be terminated by us at any time at our discretion without any additional cost to us. There are no negative covenants, restrictions on future financings, penalties or liquidated damages in the agreement.

In$0.05 per share. As primary consideration for entering into the Purchase Agreement, and upon the execution of the Purchase Agreement we issued to Fusion 2,480,510 shares of our common stock as a commitment fee, and we agreed to issue to Fusion up to an additional 2,480,510 commitment fee shares, on a pro rata basis, as we receive the $10 million of future funding. ~~We also issued 200,000 shares of~~The Purchase Agreement may be terminated by us at any time at our ~~common stock~~discretion without any additional cost to ~~Fusion (together with a nominal cash advance) as reimbursement for due diligence expenses. We have reserved 37,480,510 of our authorized but unissued shares,~~us. There are no negative covenants, restrictions on future financings, penalties or liquidated damages in the aggregate, for issuance pursuant to the Purchase Agreement (including the 2,480,510 unissued commitment fee shares). We have recorded the aggregate value of the commitment fee shares, due diligence fee shares and cash payment issued to Fusion, together with the legal and accounting fees associated with the transaction and the SEC registration, as a Deferred Offering Cost and such cost will be charged to stockholders’ equity upon the issuance of shares sold to Fusion pursuant to the Purchase Agreement. agreement.

During the three ~~month period ending September 30, 2008,~~months ended March 31, 2009, we sold ~~1,623,153~~2,400,446 shares to Fusion under the terms of the Purchase Agreement for an aggregate purchase price of $240,000, and issued an additional 59,532 shares to Fusion pursuant to ~~our~~the pro rata deferred commitment fee ~~arrangement. Subsequent to September 30, 2008 (during October and early November),~~arrangement mentioned above. During April 2009, we sold another ~~737,394~~1,850,007 shares to Fusion for an aggregate purchase price of ~~$100,000,~~$180,000, and issued an additional ~~24,806~~44,649 shares pursuant to ~~our~~the deferred commitment fee arrangement.

Stock Options

~~We currently have one equity-based compensation plan from which stock-based compensation~~In 2006 we adopted the GeoVax Labs, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) for the granting of qualified incentive stock options (“ISO’s”), nonqualified stock options, restricted stock awards ~~can~~or restricted stock bonuses to employees, officers, directors, consultants and advisors of the Company. The exercise price for any option granted may not be less than fair value (110% of fair value for ISO’s granted to ~~employees, directors~~certain employees). Options granted under the plans have a maximum ten-year term and ~~consultants.~~generally vest over four years. The ~~following table summarizes~~Company has reserved 51,000,000 shares of its common stock ~~option~~for issuance under the 2006 Plan.

There was no activity in the 2006 Plan for the ~~nine~~three months ended ~~September 30, 2008:~~March 31, 2009. As of March 31, 2009, there were nonqualified stock options covering a total of 46,947,757 shares of our common stock outstanding with a weighted average exercise price of $0.13 and a weighted average remaining contractual term of 6.1 years; including options as to 35,474,425 shares currently exercisable, with a weighted average exercise price of $0.10 and a weighted average remaining contractual term of 5.1 years.

Weighted Average
Number of Shares Exercise Price
Outstanding at December 31, 2007 39,861,090 $ 0.12
Granted 3,845,000 0.17
Exercised — —
Forfeited or Expired (133,333 ) 0.36

Outstanding at September 30, 2008 43,572,757 $ 0.13

Exercisable at September 30, 2008 34,757,757 $ 0.10

~~We recorded total stock-based~~Stock-based compensation expense related to ~~our stock option plan of $347,606~~the 2006 Plan was $388,820 and ~~$1,446,298~~$380,346 for the three month periods ended March 31, 2009 and ~~nine month periods ending September 30,~~ 2008, ~~respectively; and $599,543 and $874,527 for the three month and nine month periods ending September 30, 2007,~~ respectively. The 2008 expense for the nine month period includes $425,725 associated with extensions of previously issued stock option grants to several employees, which are accounted for as reissuances. The 2007 expense for the three and nine month periods also includes a similar expense of $227,288 for stock option extensions. The table below shows the allocation of stock-based compensation expense related to our stock option plan between general and administrative expense and research and development expense. As of ~~September 30, 2008,~~March 31, 2009, there was ~~$1,887,260~~$1,461,503 of unrecognized compensation expense related to stock-based compensation arrangements subject to the 2006 Plan, which is expected to be recognized over a weighted average period of 1.6 years.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,				Three Months Ended March 31,
Expense Allocated to:	2008		2007		2008		2007		2009		2008

General and Administrative Expense	$	293,894	$	426,529	$	1,007,361	$	687,628	$	303,381	$	308,409
Research and Development Expense		53,712		173,014		438,937		186,899		85,439		37,917

Total Stock-Based Compensation Expense	$	347,606	$	599,543	$	1,446,298	$	874,527
Total Stock-Based Compensation Expense Related to 2006 Plan									$	388,820	$	346,326

Compensatory Warrants

We may, from time to time, issue stock purchase warrants to consultants or others in exchange for services. ~~The following table summarizes~~As of March 31, 2009, there were a total of 2,700,000 shares of our ~~compensatory warrant activity for the nine months ended September 30, 2008:~~

Weighted Average
Number of Shares Exercise Price

Outstanding at December 31, 2007 2,700,000 $ 0.33
Granted 2,700,000 0.33
Exercised — —
Forfeited or Expired (2,700,000 ) 0.33

Outstanding at September 30, 2008 2,700,000 $ 0.33

Exercisable at September 30, 2008 2,160,000 $ 0.33

common stock covered by outstanding stock warrants all of which are currently exercisable at a weighted average exercise price of $0.33 per share and a weighted-average remaining contractual life of 2.8 years. Expense associated with compensatory warrants was ~~$40,140~~$-0- and ~~$118,080,~~$34,020, for three month ~~and nine month~~ periods ~~ending September 30,~~ended March 31, 2009 and 2008, respectively, ~~and $53,775 for the three and nine month periods ending September 30, 2007,~~ all of which was allocated to general and administrative expense. As of ~~September 30, 2008,~~March 31, 2009, there was ~~$40,140 of~~no unrecognized compensation expense related to compensatory warrant ~~arrangements, which is expected to be recognized over a weighted average period of 0.25 years.~~arrangements.

Investment Warrants

In addition to outstanding stock options and compensatory warrants, as of ~~September 30, 2008~~March 31, 2009 we ~~have~~had stock purchase warrants covering a total of 65,181,345 ~~outstanding~~shares of our common stock ~~purchase warrants~~which were issued to investors ~~(inclusive of the 14,104,841 warrants issued to investors during 2008 as discussed under “Common Stock Transactions” above) with exercise prices ranging from $0.07 to $0.75 per share.~~in our previous private placements. Such warrants have a weighted-average exercise price of $0.25 per share and a weighted-average remaining contractual life of ~~2.9~~2.4 years.

5. ~~Commitments~~

At September 30, 2008, there are approximately $653,000 of unrecorded contractual commitments associated with our vaccine manufacturing activities, for services expected to be rendered to us during the remainder of 2008 and early 2009.

During July 2008, we signed a non-binding letter of intent for a joint collaboration and commercial license for the use of vaccine manufacturing technology owned by Vivalis S.A., a French biopharmaceutical company. Subsequent to the signing of the letter of intent, we paid a signing fee of approximately $241,000 to Vivalis (recorded as a Prepaid Expense in the accompanying Condensed Consolidated Balance Sheet), and upon execution of the final license agreement, we will incur a commitment of approximately $1.1 million as our contribution to the joint development effort during 2008 and 2009.

6. Income Taxes

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

7.6. NIH Grant Funding

In September 2007, the National Institutes of Health (NIH) awarded us an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five year period ~~commencing~~which commenced October 2007, with an expected annual award of ~~approximately $3~~between

the grant as the related costs and expenses are incurred. During the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008, we recorded ~~$2,298,571~~$710,155 and $599,991, respectively, of revenue associated with the grant.

7. Related Party Transactions

In June 2008, we entered into two subcontracts with Emory for the purpose of conducting research and development activities associated with our grant ~~$275,847~~from the NIH (see Note 6). During the three month period ending March 31, 2009, we recorded $218,632 of expense associated with these subcontracts. All amounts paid to Emory under these subcontracts are reimbursable to us pursuant to the NIH grant.

In March 2008, we entered into a consulting agreement with Donald Hildebrand, the Chairman of our Board of Directors and our former President & Chief Executive Officer, pursuant to which ~~was received in October~~Mr. Hildebrand provides business and technical advisory services to the Company. The term of the consulting agreement began on April 1, 2008 and iswill end on December 31, 2009. During the three month period ending March 31, 2009, we recorded ~~as a receivable at September 30, 2008 in~~$14,400 of expense associated with the ~~accompanying Condensed Consolidated Balance Sheet.~~consulting agreement.

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

FORWARD LOOKING STATEMENTS

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

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

~~whether we are successful in developing our product;~~

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

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

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

•		whether we are successful in developing our product;

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

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

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

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

Management’s discussion and analysis of results of operations and financial condition are based upon our financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate these estimates based on historical experience and various other assumptions that we believe 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 from these estimates under different assumptions or conditions.

Overview

GeoVax is a ~~clinical stage~~clinical-stage biotechnology company focused on developing human vaccines for diseases caused by Human Immunodeficiency Virus and other infectious agents. We have exclusively licensed from Emory University certain ~~AIDS~~HIV vaccine technology which was developed in collaboration with the National Institutes of Health (NIH) and the Centers for Disease Control and Prevention.

Our ~~AIDS~~HIV vaccine candidates have successfully completed preclinical efficacy testing in non-human primates and Phase 1 clinical testing trials in humans. The human trial was conducted by the HIV Vaccine Trials Network (HVTN), a division of the National Institute of Allergy and Infectious Disease (NIAID) of the National Institutes of Health (NIH) and was satisfactorily concluded in June 2004. A ~~series of four additional~~ Phase 1 human trials (conducted by the HVTN) evaluating our AIDS vaccines at several locations in the United States began in April 2006. One trial began in April 2006, a second trial began in September 2006, and the third and fourth trials began in July 2007.

~~We anticipate beginning a Phase 2~~2a human clinical trial for our preventative ~~AIDS~~HIV vaccine candidate inwas initiated during the fourth quarter of 2008, ~~subject to FDA review~~ and ~~clearance of the manufacturing data, and initiation of the clinical trial sites by the HVTN.~~patient enrollment commenced in February 2009. The costs of conducting our human clinical trials to date have been borne by ~~HVTN,~~the HIV Vaccine Trials Network (HVTN), funded by the NIH, with GeoVax incurring

costs associated with manufacturing the clinical vaccine supplies and other study support. HVTN will also bear the cost of conducting our Phase 22a human clinical study, ~~planned for 2008,~~ but we ~~can not~~cannot predict the level of support we will receive from HVTN for any additional clinical studies. Our operations are also partially supported by an Integrated Preclinical/Clinical AIDS Vaccine Development ~~[IPCAVD]~~(IPCAVD) Grant from the NIH. ~~We expect this~~The project period for the grant ~~to provide approximately $15 million (approximately $3 million awarded annually) to us over~~covers a five year period ~~that began~~which commenced October 2007, with an expected annual award of between $3-4 million per year (approximately $17 million in ~~October 2007. As~~the aggregate). The grant is subject to annual renewal, with the latest grant award covering the period from September 2008 through August 2009. We intend to pursue additional grants from the federal government, however, as we progress to the later stages of our vaccine development activities, government financial support may be more difficult to obtain, or may not be available at all. It will, therefore, be necessary for us to look to other sources of funding in order to finance our development activities.

We anticipate incurring additional losses for several years as we expand our drug development and clinical programs and proceed into higher cost human clinical trials. Conducting clinical trials for our vaccine candidates in development is a lengthy, time-consuming and expensive process. We do not expect to generate product sales from our development efforts for several years. If we are unable to successfully develop and market pharmaceutical products over the next several years, our business, financial condition and results of operations will be adversely impacted.

Critical Accounting Policies and Estimates

~~We have identified the following accounting principles that we believe are key to an understanding~~Management’s discussion and analysis of our financial ~~statements. These important~~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.

Our significant accounting policies ~~require management’s most difficult, subjective judgments.~~

~~Other Assets~~

~~Other assets consist principally of license agreements~~are summarized in Note 2 to our consolidated financial statements included in our Form 10-K for the ~~use~~year ended December 31, 2008. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of ~~technology obtained through the issuance of the Company’s common stock. These license agreements are amortized on a straight line basis over ten years.~~our consolidated financial statements:

Impairment of Long-Lived ~~Assets~~Assets.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.

Revenue ~~Recognition~~Recognition.

We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin No. 101,Revenue Recognition in Financial Statements,as amended by Staff Accounting Bulletin No. 104,Revenue Recognition,, (“SAB ~~No.~~ 104”). SAB No. 104 provides guidance in applying U.S. generally accepted accounting principles to revenue recognition issues, and specifically addresses revenue recognition for upfront, nonrefundable fees received in connection with research collaboration agreements. Our revenue consists primarily of government grant revenue, which is recorded as income as the related costs are incurred.

Stock-Based ~~Compensation~~Compensation.

Effective January 1, 2006, we adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No.123 (revised 2004),Share-Based Payments(“ (“SFAS 123R”), which requires the measurement and recognition of compensation expense for all share-based payments made to employees and directors based on estimated fair values on the grant date. SFAS 123R replaces SFAS 123,Accounting for Stock-Based Compensation,, and supersedes Accounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to ~~Employees~~.Employees. We adopted SFAS 123R using the prospective application method which requires us to apply the provisions of SFAS 123R prospectively to new awards and to awards modified, repurchased or cancelled after December 31, 2005. Awards granted after December 31, 2005 are valued at fair value in accordance with the provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award.

since our inception in 2001. Our primary sources of cash are from sales of our equity securities and from government grant funding.

Cash Flows from Operating Activities. Net cash used in operating activities was ~~$1,542,545~~$460,209 and $764,971 for the ~~nine months~~three month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~as compared to $1,611,173 for the comparable period in 2007.~~respectively. Generally, the differences between years are due to fluctuations in our net losses which, in turn, result primarily from fluctuations in expenditures from our research activities, offset by net changes in our assets and liabilities.

In September 2007, the ~~National Institutes of Health (NIH)~~NIH awarded us an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five year period which commenced October 2007, with an expected annual award of ~~approximately~~between $3 and $4 million per year ~~or $15~~(approximately $17 million in the ~~aggregate.~~aggregate). We are utilizing this funding to further our HIV/AIDS vaccine development, optimization, and production for human clinical trial testing. The funding we receive pursuant to this grant is recorded as revenue at the time the related expenditures are incurred, and thus partially offsets our net losses.

Cash Flows from Investing Activities. Our investing activities have consisted ~~predominantly~~solely of capital expenditures. Capital expenditures for the ~~nine months~~three month periods ended ~~September 30,~~March 31, 2009 and 2008 were $-0- and ~~2007 were $71,646 and $-0-,~~$2,238, respectively.

Cash Flows from Financing Activities. Net cash provided by financing activities was ~~$2,408,541~~$240,000 and ~~$255,000~~$897,450 for the ~~nine months~~three month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~and 2007,~~ respectively. The cash generated by our financing activities ~~generally~~ relates to the sale of our common stock to individual accredited investors during the 2008 period, and to Fusion Capital ~~offset by costs associated with our financing arrangement with Fusion Capital~~during the 2009 period (see discussion below).

In May 2008, we signed ~~a common stock purchase agreement~~the Purchase Agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company (“~~Fusion”~~Fusion Capital”) which provides for the sale of up to $10 million of shares of our common stock. In connection with this agreement, we ~~agreed to file~~filed a registration statement related to the transaction with the SEC covering the shares that have been issued or may be issued to Fusion Capital under the ~~common stock purchase agreement.~~Purchase Agreement. The SEC declared effective the registration statement on July 1, 2008, and we now have the right until July 1,31, 2010 to sell our shares of common stock to Fusion Capital from time to time in amounts ranging from $80,000 to $1 million per purchase transaction, depending on certain conditions as set forth in the ~~agreement.~~Purchase Agreement. During the three months ended ~~September 30, 2008~~March 31, 2009, we received $240,000 from the sale of our common stock to Fusion Capital pursuant to this arrangement.

We believe that our current working capital, combined with the proceeds from the IPCAVD grant awarded annually from the NIH and our anticipated use of the Purchase Agreement with Fusion Capital, will be sufficient to support our planned level of operations at least through ~~the second quarter of 2009, and that future proceeds we may receive under our agreement with Fusion will help support our operations beyond that time.~~March 31, 2010. The extent to which we rely on the ~~Fusion agreement~~Purchase Agreement as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we can secure working capital from other sources if we choose to seek such other sources. Through March 31, 2009, we had received a cumulative total of $740,000 from Fusion Capital. Even if we are able to access the remainder of the full $10 million under the ~~Fusion agreement,~~Purchase Agreement, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects. While we believe that we will be successful in obtaining the necessary financing to fund our operations through grants, the ~~agreement with Fusion~~ Purchase Agreement and/or ~~through~~ other sources, there can be no assurances that such additional funding will be available to us on reasonable terms or at all.

Our capital requirements, particularly as they relate to product research and development, have been and will continue to be significant. We intend to seek FDA approval of our products, which may take several years. We will not generate revenues from the sale of our products for at least several years, if at all. We will be dependent on obtaining financing from third parties in order to maintain our operations, including our clinical program. Due to the existing uncertainty in the capital and credit markets, and adverse regional and national economic conditions which may persist or worsen, capital may not be

available on terms acceptable to the Company or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by another company.

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

Contractual Obligations ~~and Commitments~~~~. At September 30, 2008, there are approximately $653,000~~

As of March 31, 2009, we had $298,800 of unrecorded contractual commitments associated with our vaccine manufacturing activities, for services expected to be rendered to us during 2009. As of that date, we had no other firm purchase obligations or commitments for capital expenditures, no committed lines of credit or other committed funding or long-term debt, and no lease obligations (operating or capital). We have employment agreements with our senior management team, each of which may be terminated with 30 days advance notice. We have no other contractual obligations, with the ~~remainder~~exception of ~~2008 and early 2009.~~commitments which are contingent upon the occurrence of future events.

~~During~~In July 2008, we signed a non-binding letter of intent for a joint collaboration and commercial license for the use of vaccine manufacturing technology owned by Vivalis S.A., a French biopharmaceutical company. Subsequent to the signing of the letter of intent, we paid a signing fee of approximately $241,000 to Vivalis, and upon execution of the final license agreement, we will incur a commitment of approximately ~~$1.1 million~~$900,000 as our contribution to the joint development effort ~~during 2008~~in 2009 and ~~2009.~~early 2010. As the development milestone fees are denominated in Euros, this estimate of our financial commitment is based on current exchange rates; the actual amounts will be greater or lesser, depending on the actual exchange rates at the time of each milestone achievement.

~~We have no other significant purchase commitments, lease obligations, long-term debt obligations or other long-term liabilities.~~

Results of Operations

Net Loss.

We recorded a net loss of ~~$722,108~~$861,509 for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to ~~$1,165,519~~$682,510 for the three months ended ~~September 30, 2007. For the nine months ended September 30, 2008, we recorded a net loss of $2,688,970, as compared to a net loss of $3,085,926 for the nine months ended September 30, 2007.~~March 31, 2008. Our ~~net losses~~operating results will typically fluctuate due to the timing of activities and related costs associated with our vaccine research and development activities and our general and administrative costs, as described in more detail below.

Grant Revenue~~. During~~

We recorded grant revenues of $710,155 and $599,991 during the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008, respectively. During 2007, we ~~recorded grant revenue of $1,322,502 and $2,298,571, respectively. No grant revenue was recording during the comparable periods in 2007. In September 2007, the National Institutes of Health (NIH)~~were awarded ~~to GeoVax~~ an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant by the NIH to support our HIV/AIDS vaccine program. The project period for ~~this~~the grant, which is renewable annually, covers a five year period which commenced in October 2007, with an expected annual award of ~~approximately~~between $3 to$4 million per year ~~or $15~~(approximately $17 million in the ~~aggregate.~~aggregate). We ~~will utilize~~are utilizing this funding to further our HIV/AIDS vaccine development, optimization and ~~production for human clinical trial testing.~~production. The ~~revenue associated with this~~ grant is ~~recorded as~~subject to annual renewal, with the ~~related costs and expenses~~latest grant award covering the period from September 2008 through August 2009. As of March 31, 2009, there is approximately $2.4 million remaining from the current grant year’s award. Assuming that the remaining budgeted amounts under the grant are ~~incurred.~~awarded annually to the Company, there is an additional $11.1 million available through the grant for the remainder of the original five year project period (ending August 31, 2012).

Research and ~~Development.~~Development~~During the three month and nine month periods ended September 30, 2008, we incurred $1,362,490 and $2,725,176, respectively, of~~

Our research and development ~~expense as compared to $360,227~~expenses were $857,236 and ~~$1,273,245, respectively,~~$603,478 during the three month ~~and nine month~~ periods ended ~~September 30, 2007. Research~~March 31, 2009 and ~~development expense for the three month and nine month periods of~~ 2008, includes stock compensation expense of $53,712 and $438,937, respectively, while the comparable periods of 2007 include stock compensation expense of $173,014 and $186,899, respectively (see discussion below).respectively. Research and development expenses vary considerably on a ~~quarter-to-quarter~~period-to-period basis, depending on our need for vaccine manufacturing and testing of manufactured vaccine by third ~~parties. The increase~~parties, and due to fluctuations in ~~research~~the timing of other external expenditures related to the NIH grant. Research and development expense ~~from the 2007 period to the 2008 period is due primarily to costs associated with our vaccine manufacturing activities in preparation~~includes stock-based compensation expense of $85,439 and $37,917 and for the ~~commencement of~~2009 and 2008 periods respectively (see discussion below). Our recently initiated Phase 22a clinical ~~testing, and also due to higher costs associated with the addition of new personnel. Our planned human clinical trials~~trial will be conducted and funded by the HVTN, but we ~~will be~~are responsible for the manufacture of vaccine product to be used in the trial. We cannot predict the level of support we may receive from HVTN or other federal agencies (or divisions thereof) for our future clinical trials. We expect that our research and development costs will ~~increase as we enter Phase 2 clinical trials and will~~ continue to ~~significantly~~ increase in 2009 and beyond as we progress through the human clinical trial process leading up to possible product approval by the FDA.

In July 2008, we signed a letter of intent with Vivalis S.A., a French biopharmaceutical company, for joint collaboration and license of Vivalis’ proprietary EBx® technology. The letter of intent contemplates development of a process using the EBx® technology to manufacture the MVA component of the GeoVax HIV-1 vaccine. Vivalis’ vaccine manufacturing technology is based on a duck embryonic stem cell substrate platform, providing continuous growth from a fully characterized frozen cell bank without necessitating fertilized embryo extraction and processing, as with present chicken

cell based technologies. Furthermore, the EB66® cell line can be grown in suspension (without the cells attached to the surface of the growth vessel) and can be scaled up for growth in giant bioreactors (a cutting edge industrial method) for large scale production of the MVA viral vaccine. We expect the final agreement with Vivalis to be executed during the first half of 2009. After execution of this agreement, we expect to incur between $1.5 and $2.0 million in costs associated with development of this vaccine manufacturing technology during 2009 and early 2010.

General and Administrative ~~Expense.~~Expense

During the three month ~~and nine month periods~~period ended ~~September 30, 2008,~~March 31, 2009, we incurred general and administrative costs of ~~$698,948 and $2,322,292, respectively,~~$723,815, as compared to ~~$814,803 and $1,864,978, respectively,~~$705,642 during the three month ~~and nine month periods~~period ended ~~September 30, 2007.~~March 31, 2008. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, amortization expense associated with intangible assets, and other general corporate expenses. ~~The principal reason for the changes in general~~General and administrative expense for the three month and nine month periods of 2008 as compared to the comparable 2007 periods is that stock-based compensation expense amounted to $352,118 and $1,181,358 during the three and nine month periods ended September 30, 2008, respectively, while the comparable periods of 2007 includealso includes stock-based compensation expense of ~~$480,304~~$303,381 and ~~$741,403,~~$360,679 and for the 2009 and 2008 periods respectively (see discussion below). We expect that our general and administrative costs will increase in the future in support of expanded research and development activities.

Stock-Based Compensation ~~Expense.~~Expense

During the three month ~~and nine month~~ periods ended ~~September 30,~~March 31, 2009 and 2008, we recorded total stock-based compensation expense of ~~$405,830~~$388,820 and ~~$1,620,295,~~$398,596, respectively, which is included in research and development expense, or general and administrative expense according to the classification of cash compensation paid to our employees, directors or consultants ~~and director~~ to whom the stock compensation awards were granted. These figures include amounts related to the issuance of stock options to employees and directors, extension of existing stock option contracts, and common stock and stock purchase warrants issued to consultants. Stock-based compensation expense for the three month and nine month periods ended September 30, 2007 was $653,318 and $928,302, respectively. Stock-based compensation expense is calculated and recorded in accordance with the provisions of SFAS 123R. We adopted SFAS

123R using the prospective application method which requires us to apply its provisions prospectively to new awards and to awards modified, repurchased or cancelled after December 31, 2005. Awards granted after December 31, 2005 are valued at fair value in accordance with the provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award. As of ~~September 30, 2008,~~March 31, 2009, there was ~~$1,945,484~~$1,461,503 of unrecognized compensation expense related to stock-based compensation arrangements.

Other Income ~~& Expense~~.

Interest income for the three month ~~and nine month~~ periods ended ~~September 30,~~March 31, 2009 and 2008 was ~~$16,828~~$9,387 and ~~$52,927, respectively, as compared to $9,511 and $52,297, respectively, for the three months and nine month periods ended September 30, 2007.~~$26,619, respectively. The variances between periods are primarily attributable to the incremental cash balances available for investment during each respective ~~period.~~period as well as the prevailing interest rates available from our financial institution.

Item 3Quantitative and Qualitative Disclosures About Market Risk

We do not currently have any market risk sensitive instruments held for trading purposes or otherwise, therefore, we do not have exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market risks.

Item 4Controls 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 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 President and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and Chief Financial Officer have concluded that 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that occurred during the three months ended ~~September 30, 2008~~March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1513

Part II — OTHER INFORMATION

Item 1Legal Proceedings

None

Item 1ARisk Factors

For information regarding factors that could affect the our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K.

Item 2Unregistered Sales of Equity Securities and Use of Proceeds

On ~~July 24, 2008~~January 14, 2009 we sold ~~500,000~~786,859 shares of our common stock, $0.001 par value, to Fusion Capital Fund II, LLC (“Fusion”) related to a Common Stock Purchase Agreement dated May 8, 2008 (the “Purchase Agreement”) for an aggregate purchase price of $80,000. We also issued to Fusion an additional 19,844 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase Agreement.

On ~~September 3, 2008~~February 12, 2009 we sold ~~551,724~~813,587 shares of our common stock, $0.001 par value, to Fusion related to the Purchase Agreement for an aggregate purchase price of $80,000. We also issued to Fusion an additional 19,844 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase Agreement.

On ~~September 18, 2008~~February 25, 2009 we sold ~~571,429~~800,000 shares of our common stock, $0.001 par value, to Fusion related to the Purchase Agreement for an aggregate purchase price of $80,000. We also issued to Fusion an additional 19,844 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase Agreement.

For all of the aforementioned transactions with Fusion, we relied on section 4(2) of the Securities Act of 1933 to issue the common stock and warrant, inasmuch as the common stock was issued to a single private entity which is an accredited investor that purchased its securities as an investment in a private transaction without any form of general solicitation or general advertising.

On July 1, 2008 we issued 100,000 shares of our common stock, $0.001 par value, to Equinox One Consulting, LLC (“Equinox One”) related to a Consulting Agreement previously reported on Form 8-K on January 18, 2008. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock and warrant, inasmuch as the common stock was issued to a single private entity which is an accredited investor that purchased its securities as an investment in a private transaction without any form of general solicitation or general advertising.

Item 3Defaults Upon Senior Securities

None.

Item 4Submission of Matters to a Vote of Security Holders

None.

Item 5Other Information

None.

1614

Item 6Exhibits


Exhibit
Number		Description

2.1		Agreement and Plan of Merger dated January 20, 2006 by and among GeoVax, Inc., GeoVax Acquisition Corp. and Dauphin Technology, Inc. (1)

2.2		First Amendment to Agreement and Plan of Merger (2)

2.3		Second Amendment to Agreement and Plan of Merger (3)

3.1		Certificate of Incorporation ~~(1)~~(4)

3.2		~~Articles of Merger, dated September 16, 1991 (2)~~

~~3.3~~		Bylaws ~~(1)~~

10.1*		~~Employment Agreement with Robert T. McNally (3)~~

10.2*		~~Consulting Agreement with Donald G. Hildebrand (3)~~

10.3*		~~Employment Agreement with Mark Reynolds~~ (4)

~~10.9~~		~~Consulting Agreement and Warrant Agreement between GeoVax Labs, Inc.~~
		~~and Equinox One Consulting LLC (5)~~

~~10.10~~		~~Common Stock Purchase Agreement, dated as of May 8, 2008, by and between the GeoVax Labs,~~
		~~Inc. and Fusion Capital Fund II, LLC. (6)~~

~~10.11~~		~~Registration Rights Agreement, dated as of May 8, 2008, by and between the GeoVax Labs, Inc.~~
		~~and Fusion Capital Fund II, LLC (6)~~

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


*		~~Indicates a management contract or compensatory plan or arrangement~~ Filed herewith

**		~~Filed herewith~~

(1)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~June 23, 2008~~January 24, 2006.

(2)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2006.

(3)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2006.

~~(3)~~(4)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~March 21, 2008~~

~~(4)~~		~~Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2008~~

~~(5)~~		~~Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2008~~

~~(6)~~		~~Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2008~~June 19, 2008.

The agreements identified in this report as exhibits are between and among the parties to them, and are not for the benefit of any other person. Each agreement speaks as of its date, and the Company does not undertake to update them, unless otherwise required by the terms of the agreement or by law. As permitted, the Company has omitted some disclosure schedules because the Company has concluded that they do not contain information that is material to an investment decision and is not otherwise disclosed in the agreement or this report. Omitted schedules may nevertheless affect the related agreement. The agreements, including the Company’s representations, warranties, and covenants, are subject to qualifications and limitations agreed to by the parties and may be subject to a contractual standard of materiality, and remedies, different from those generally applicable or available to investors and may reflect an allocation of risk between or among the parties to them. Accordingly, the representations, warranties and covenants of the Company contained in the agreements may not constitute strict representations of factual matters or absolute promises of performance. Moreover, the agreements may be subject to differing interpretations by the parties, and a party may, in accordance with the agreement or otherwise, waive or modify the Company’s representations, warranties, or covenants.

1715

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: ~~November 10, 2008~~May 8, 2009	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer (duly authorized officer and principal financial officer)

1816

EXHIBIT INDEX


Exhibit
Number		Description

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.

1917


				Page

Part I — FINANCIAL INFORMATION

	Item 1		Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008		1

		Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 and ~~nine months ended September 30,~~ 2008 ~~and 2007~~ and for the period from inception (June 27, 2001) to ~~September 30, 2008~~March 31, 2009		2

		Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) for the period from inception (June 27, 2001) to ~~September 30, 2008~~March 31, 2009		3

		Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ and for the period from inception (June 27, 2001) to ~~September 30, 2008~~March 31, 2009		5

		Notes to Condensed Consolidated Financial Statements		6

	Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations		11	9

	Item 3		Quantitative and Qualitative Disclosures about Market Risk		15	13

	Item 4		Controls and Procedures		15	13

Part II. — OTHER INFORMATION

	Item 1		Legal Proceedings		16	14

	Item 1A		Risk Factors		16	14

	Item 2		Unregistered ~~Sale~~Sales of Equity Securities and Use of Proceeds		16	14

	Item 3 ~~Default~~		Defaults Upon Senior Securities		16	14

	Item 4		Submission of Matters to a Vote of Security Holders		16	14

	Item 5		Other Information		16	14

	Item 6		Exhibits		17	15

SIGNATURES					18	16
EX-31.1
EX-31.2
EX-32.1
EX-32.2


				Weighted Average
	Number of Shares			Exercise Price
Outstanding at December 31, 2007		39,861,090		$	0.12
Granted		3,845,000			0.17
Exercised		—			—
Forfeited or Expired		(133,333	)		0.36

Outstanding at September 30, 2008		43,572,757		$	0.13

Exercisable at September 30, 2008		34,757,757		$	0.10