Item 1     Financial Statements

GEOVAX LABS, INC.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

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

(Unaudited)

See accompanying notes to consolidated financial statements.

Supplemental disclosure of non-cash financing activities:

During the six months ended June 30, 2020, 1,686 shares of Series H Convertible Preferred Stock were converted into 9,393,937 shares of common stock and 700 shares of Series I Convertible Preferred Stock were converted into 4,087,412 shares of common stock.

During the six months ended June 30, 2019, 1,563 shares of Series C Convertible Preferred Stock and 1,200 shares of Series E Convertible Preferred Stock were exchanged for 2,763 shares of Series F Convertible Preferred Stock, 250 shares of Series G Convertible Preferred Stock were issued in exchange for cancellation of $250,000 of term notes payable, 587 shares of Series C Convertible Preferred Stock were converted into 39 shares of common stock, and 461 shares of Series F Convertible Preferred Stock were converted into 147 shares of common stock.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SeptemberJune 3030, 201720

(unaudited)

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

Our current development programs are focused on preventive vaccines against novel coronavirus (COVID-19), Human Immunodeficiency Virus (HIV), Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa), and malaria, as well as therapeutic vaccines for chronic Hepatitis B infections and cancers. We believe our technology and vaccine development expertise are well-suited for a variety of human infectious diseases and we intend to pursue further expansion of our product pipeline.

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

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

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

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

The accompanying condensed consolidated financial statements at SeptemberJune 30, 20172020 and for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 20162019 are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.2019. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

As described in Note 10, effective April 30, 2019, we enacted a one-for-five hundred reverse stock split of our common stock, and effective January 21, 2020, we further enacted a one-for-two thousand reverse split. The accompanying financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock splits.

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of the financial statements.statements are issued. We are devoting substantially all of our present efforts to research and development of our vaccine candidates. We have funded our activities to date from government grants and clinical trial assistance, and from sales of our debt and equity securities. We will continue to require substantial funds to continue these activities.

We believe that our existing cash resources together with our government and governmentcollaborative funding commitments, will be sufficient to continue our planned operations into the firstfourth quarter of 2018.2020. Due to our history of operating losses and our continuing need for capital to conduct our research and development activities, there is substantial doubt concerning our ability to operate as a going concern beyond that date. We are currently exploring sources of capital through additional government grants and contracts.corporate collaborations. We also intend to seeksecure additional funds through sales of our equity securities, exercise of currently outstanding stock purchase warrants, or other means.including a planned public offering. 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 currently fully alleviate the substantial doubt about the Company’s ability to operate as a going concern. Additional funding may not be available on favorable terms or at all. If we fail to obtain additional capital when needed, we will be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

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, 20162019 those accounting policies that we consider significant in determining our results of operations and financial position. ThereOther than as described below, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which amends Accounting Standards Codification Topic 718, Compensation – Stock Compensation. ASU 2016-09 is an attempt to simplify several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted ASU 2016-09 effective January 1, 2017; such adoption had no material impact on our financial statements.

In May 2017, the FASB issued Accounting Standards Update 2017-09, Scope of Modification Accounting (“ASU 2017-09”), which amends Accounting Standards Codification Topic 718, Compensation – Stock Compensation. ASU 2017-09 is an attempt to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective for the Company beginning January 1, 2018. We are currently evaluating the impact of the adoption of ASU 2017-09 on our financial statements.

In July 2017, the FASB issued Accounting Standards Update 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”), which amends Accounting Standards Codification Topic 260, Earnings Per Share, Topic 480, Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging. ASU 2017-11 changes the classification of certain equity-linked financial instruments (or embedded features) with down round features, and clarifies existing disclosure requirements for equity-classified instruments. ASU 2017-11 is effective for the Company beginning January 1, 2019. We are currently evaluating the impact of the adoption of ASU 2017-11 on our financial statements.

ThereThere have been no other recent accounting pronouncements or changes in accounting pronouncements during the ninesix months ended SeptemberJune 30, 2017,2020, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, which we expect to have a material impact on our financial statements.

Basic netand diluted loss per common share isare computed usingbased on the weighted-averageweighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive commonoutstanding. Common share equivalents consist of common shares issuable upon conversion of convertible preferred stock, and upon exercise of stock options and stock purchase warrants. CommonAll common share equivalents which potentially could dilute basic earningsare excluded from the computation of diluted loss per share insince the future, andeffect would be anti-dilutive. The weighted average number of common share equivalents which were excluded from the computation of diluted loss per share, totaled 1,340,187 and 1,103,815 shares for the three-month and six-month periods ended June 30, 2020, respectively, as compared to 188 and 176 shares for the effect would be anti-dilutive, totaled approximately 277.5 millionthree-month and 73.1 million sharessix-month periods ended June 30, 2019, respectively. See Note 10 for more information concerning our outstanding common share equivalents at SeptemberJune 30, 2017 and 2016, respectively.2020 that could potentially dilute earnings per share in the future.

Property and equipment as shown on the accompanying Condensed Consolidated Balance Sheets is composed of thethe following as of SeptemberJune 30, 20172020 and December 31, 2016:2019:

Accrued expenses as shown on the accompanying Condensed Consolidated Balance Sheets isare composed of the following as of SeptemberJune 30, 20172020 and December 31, 2016:2019:

Series B Convertible Preferred Stock

As of September 30, 2017, therePreferred Stock

Summary – We are 100authorized to issue up to 10,000,000 shares of our Preferred Stock, $.01 par value, which may be issued in one or more series. The table below presents our issued and outstanding series of preferred stock as of June 30, 2020 and December 31, 2019. Each series of our outstanding preferred stock has a stated value of $1,000 per share. Further details concerning each series of preferred stock, and the changes in each series during the six months ended June 30, 2020 are discussed in the sections that follow the table.

Series B Preferred Stock – Our Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding., has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series B Preferred Stock may be convertedhas no voting rights and is not entitled to a dividend. As of June 30, 2020, there were 100 shares of Series B Preferred Stock outstanding, convertible at any time at the option of the holder into shares of our common stock at a fixed conversion price of $0.35$350,000 per share, or 285,714 shares. During the nine months ended September 30, 2017, therecommon share. There were no conversions or other transactions involving our Series B Preferred Stock.Stock during the six months ended June 30, 2020.

Series C ConvertibleH Preferred Stock

As of September 30, 2017, there are 2,690 shares of our –Our Series CH Convertible Preferred Stock (“Series CH Preferred Stock”) outstanding. The Series C Preferred Stock may be converted at any time athas rights and privileges as set forth in the optionpertinent Certificate of the holder into sharesDesignation of our common stock at a conversion price of $0.015 per share, or 179,349,733 shares. In May 2017, in connection with the issuance of our Series D Convertible Preferred Stock discussed below, the conversion price of our Series C Preferred Stock was automatically reduced from $0.05 per share to $0.015 per share. During the nine months ended September 30, 2017, we issued an aggregate of 11,862,000 shares of our common stock related to conversion of 178 shares our Series C Preferred Stock.

Series D Convertible Preferred Stock

In May 2017, we issued 1,000 shares of our Series D Convertible Preferred Stock, $1,000 stated value (“Series D Preferred Stock”), for gross proceeds of $1.0 million. Net proceeds, after deduction of certain expenses, were $980,000.

Each share of Series D Preferred Stock is entitled toPreferences, Rights and Limitations, including a liquidation preference equal to the initial purchase price,stated value per share. The Series H Preferred Stock has no voting rights and is not entitled to a dividend. During the first quarter of 2020, 1,686 shares of Series H Preferred Stock were converted into 9,393,937 shares of our common stock. As of June 30, 2020, there are no shares of Series H Preferred Stock outstanding.

Series I Preferred Stock –Our Series I Convertible Preferred Stock (“Series I Preferred Stock”) has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series I Preferred Stock has no voting rights and is not entitled to a dividend. During March 2020, 700 shares of Series I Preferred Stock were converted into 4,087,412 shares of our common stock. As of June 30, 2020, there are no shares of Series I Preferred Stock outstanding.

Series J Preferred Stock –On January 24, 2020, we entered into a Securities Purchase Agreement with the purchasers identified therein providing for the issuance and sale to the Purchasers of an aggregate of 300 shares of our Series J Convertible Preferred Stock (“Series J Preferred Stock”) for gross proceeds of $300,000. Our Series J Preferred Stock has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series J Preferred Stock has no voting rights and is not entitled to a dividend. The Series DJ Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, with an initialat a conversion price which originally was equal to the lesser of $0.015(i) $2.00 per share.share and (ii) 80% of the volume weighted average price of the common stock during the ten trading days immediately preceding the delivery of a notice of conversion. The Series DJ Preferred SharesStock contains price adjustment provisions, which may, under certain circumstances reduce the conversion price on future dates according to a formula based on the then-current market price formatch if we sell or grant options to purchase, including rights to reprice, our common stock.stock or common stock equivalents at a price lower than the then conversion price of the Series J Preferred Stock. As a result of our issuance of the Convertible Debentures and June 2020 Warrants in connection with our bridge financing in June 2020 (see Note 8), the Series J Preferred Stock was automatically adjusted such that the conversion price is now equal to the lesser of (i) $0.50 per share and (ii) 80% of the lowest volume weighted average price of the Common Stock during the ten trading days immediately preceding the delivery of a notice of conversion. During the six months ended June 30, 2020, there were no conversions of Series J Preferred Stock and 300 shares are outstanding as of June 30, 2020.

We assessed the Series D PreferredCommon Stock under ASC Topic 480, “

Distinguishing Liabilities from Equity” (“ASC 480”), ASC Topic 815, “

Derivatives and HedgingReverse Stock Split –” (“ASC 815”), and ASC Topic 470, “Debt” (“ASC 470”). The preferred Following approval by our shareholders at a meeting held on January 3, 2020, on January 21, 2020, we effected a one-for-two thousand reverse split of our common stock contains an embedded feature allowing an optional conversion by the holder into common stock which meets the definitionfiling of a derivative. However, we determined that the preferred stock is an “equity host” (as described by ASC 815) for purposes of assessing the embedded derivative for potential bifurcation and that the optional conversion feature is clearly and closely associated to the preferred stock host; therefore, the embedded derivative does not require bifurcation and separate recognition under ASC 815. We determined there to be a beneficial conversion feature (“BCF”) requiring recognition at its intrinsic value. Since the conversion option of the preferred stock was immediately exercisable, the amount allocated to the BCF was immediately accreted to preferred dividends, resulting in an increase in the carrying value of the preferred stock.

Increase in Authorized Shares of Common Stock

At a special meeting of our stockholders held on August 4, 2017, our stockholders approved an amendment to our certificate of incorporation to increase our authorized shares of common stock from 300,000,000 to 600,000,000 shares. The amendment to our certificate of incorporation was filed with the Delaware SecretaryState of State on August 4, 2017.

Common Stock TransactionsDelaware.

As discussed under “Preferred Stock” above, duringduring the nine months ended September 30, 2017,first quarter of 2020, we issued 11,862,00013,481,349 shares of our common stock pursuant to the conversion of 178 sharesconversions of our Series CH and Series I Preferred Stock.

During the ninesix months ended SeptemberJune 30, 2017,2020, we also issued 3,816,667an aggregate of 52,894 shares of our common stock relatedpursuant to a consulting agreement. See “Stock-Based Compensation Expense” below.

Stock Options

During the six months ended June 30, 2020, there were no transactions involving our stock option plans. As a result of the reverse stock splits enacted in April 2019 and in January 2020, we made adjustments and retroactive restatements to all of our outstanding stock options such that the balances as of June 30, 2020 are negligible. On June 19, 2020, our Board of Directors approved the GeoVax Labs, Inc. 2020 Stock Incentive Plan (the “2020 Plan) to replace our prior stock option plan and reserved up to 5,000,000 shares of our common stock for issuance pursuant to the exercise of stock purchase warrants, resulting in net proceeds to us of $154,167.2020 Plan. No equity awards were made from the 2020 Plan during the six months ended June 30, 2020.

Stock OptionsPurchase Warrants

The following table presents a summary of summarizes our stock option transactions during the nine months ended Septemberpurchase warrants outstanding as of June 30, 2017:2020:

Stock PurchaseAll of the outstanding warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants. Such provisions as to the Series G, Series H and June 2020 Warrants apply to the exercise price only, with no effect on the number of shares subject to the warrants. Such provisions as to the Series I Warrants apply to both the exercise price and the number of shares subject to the warrants, so that the number of warrants will be increased such that the aggregate exercise price, after taking into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to the adjustment.

The Series H Warrants have an additional price adjustment provision requiring a similar adjustment to the exercise price and number of warrants following a reverse stock split of our common stock.

The following table presentsSeries G Warrants were originally issued for the purchase of up to 47,169,812 shares of our Common Stock in the aggregate with an exercise price of $0.02544 per share. As a summaryresult of the reverse stock splits of our Common Stock in April 2019 and in January 2020, the Series G Warrants were automatically adjusted such that they are now exercisable for the purchase warrant transactions during the nine months ended September 30, 2017:of 48 shares of our Common Stock in the aggregate with an exercise price of $25,440 per share. As a result of our issuance of the Convertible Debentures and June 2020 Warrants in connection with our bridge financing in June 2020, the Series G Warrants were automatically adjusted such that they are now exercisable for the purchase of 48 shares of our Common Stock in the aggregate with an exercise price of $0.50 per share.

The Series H Warrants were originally issued for the purchase of up to 10,000,000 shares of our Common Stock in the aggregate with an exercise price of $0.025 per share. As a result of the reverse stock splits of our Common Stock in April 2019 and in January 2020, the Series H Warrants were automatically adjusted such that they were subsequently for the purchase of 217,392 shares of our Common Stock in the aggregate with an exercise price of $1.15 per share. As a result of our issuance of the Convertible Debentures and June 2020 Warrants in connection with our bridge financing in June 2020, the Series H Warrants were automatically adjusted such that they are now exercisable for the purchase of 217,392 shares of our Common Stock in the aggregate with an exercise price of $0.50 per share.

The Series I Warrants were originally issued for the purchase of up to 33,333,332 shares of our Common Stock in the aggregate with an exercise price of $0.015 per share. As a result of the reverse stock splits of our Common Stock in April 2019 and in January 2020, the Series I Warrants were automatically adjusted such that they were subsequently for the purchase of 50 shares of our Common Stock in the aggregate with an exercise price of $15,000 per share. As a result of our issuance of the Convertible Debentures and June 2020 Warrants in connection with our bridge financing in June 2020, the Series I Warrants were automatically adjusted such that they are now exercisable for the purchase of 1,500,000 shares of our Common Stock in the aggregate with an exercise price of $0.50 per share.

The June 2020 Warrants were issued on June 26, 2020 in connection with the bridge financing discussed in Note 7.

Stock-Based Compensation Expense

As discussed above, as a result of the reverse stock splits enacted in April 2019 and in January 2020, we made adjustments and retroactive restatements to all of our outstanding stock options such that the balances as of June 30, 2020 are negligible. Therefore, there was no stock-based compensation expense related to our stock option plan recognized in the consolidated statement of operations for the three-month or six-month periods ended June 30, 2020; there was no unrecognized compensation expense related to stock options as of June 30, 2020. Stock-based compensation expense related to our stock option plans was $14,433$26,664 and $43,535 for the three-month and nine-month periods ended September 30, 2017, respectively, as compared to $13,686 and $41,058 for the three-month and nine-month periods ended September 30, 2016, respectively. Additionally,$53,316 during the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2016, we recorded $15,030 and $484,829, respectively, of stock-based2019, respectively. Stock-based compensation expense related to modifications to stock purchase warrants.

Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of September

During the three-month and six-month periods ended June 30, 2017, there was $88,449 of unrecognized2020 we recorded stock-based compensation expense relatedof $12,000 and $18,000, respectively, associated with common stock issued for a consulting agreement, as compared to $78,509 and $205,080, respectively, during the same periods of 2019, associated with common stock options, which we expect to recognize over a weighted average period of 1.9 years.issued for consulting and financial advisory services.

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

Government Grants and Contracts

We receive payments from government entities under our grants and contracts withfrom the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of certain of our vaccine research and development efforts. We record revenue associated with government grants and contracts as the reimbursable costs are incurred. During the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2017,2020, we recorded $247,994$301,493 and $800,866,$955,514, respectively, of revenues associated with these grants and contracts, as compared to $440,106$184,938 and $653,986,$539,257, respectively, for the comparable periods of 2016.2019. As of SeptemberJune 30, 2017,2020, there is an aggregate of $744,769$650,051 in approved grant and contract funds available for use.

Collaboration Revenue

In March 2017, we entered into a clinical trial collaboration agreement with American Gene Technologies International, Inc. (“AGT”) whereby AGT intends to conduct a phase 1 human clinical trial investigating our combined technologies as a functional cure for HIV infection. In connection with the agreement, during the second quarter of 2017 AGT paid to us a non-refundable fee of $95,000, which we recorded as collaboration revenue during the nine-month period endeduse through September 30, 2017.2021.

During October 2017,the three-month and six-month periods ended June 30, 2020, we issued 8,000,000recorded $139,109 and $201,065, respectively, of revenues associated with research collaboration agreements with third parties, as compared to $25,003 and $34,916, respectively, for the comparable periods of 2019.

FORWARD LOOKINGItem 2           Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

In addition to historical information, the informationinformation included in this Form 10-Q contains forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, including but not limited to the risk factors set forth under the heading “Risk Factors” in theour Annual Report on Form 10-K for the year ended December 31, 2016,2019, and should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,” ‘‘intends,’’ ‘‘plans,’’ ‘‘pro forma,’’ ‘‘estimates,’’ or ‘‘anticipates’’ or other variations thereof or comparable terminology, or by discussions of strategy, plans, or intentions. Such forward-looking statements are necessarily dependent on assumptions, data, or methods that may be incorrect or imprecise and may be incapable of being realized. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

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

Overview

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

Our current development programs are focused on preventive vaccines against HIV,novel coronavirus (COVID-19), Human Immunodeficiency Virus (HIV), Zika Virus, hemorrhagichemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa), and malaria, as well as therapeutic vaccines for chronic Hepatitis B infections and cancers. AllWe believe our technology and vaccine development expertise are well-suited for a variety of human infectious diseases and we intend to pursue further expansion of our potential products are in preclinical research and development phases, with the exception of our preventive HIV vaccine, which is currently in human clinical trials.product pipeline.

Our corporate strategy is to advance and protectimprove the health of patients worldwide by advancing our vaccine platform, and useusing its unique capabilities to design and develop an array of products.products addressing unmet medical needs in the areas of infectious diseases and oncology. We aimintend to advance products through to human clinical testing, and to seek partnership or licensing arrangements for commercialization. We will also leverage third party resources through government, academic and corporate research collaborations and partnerships for preclinical and clinical testing. Our current collaborators include National Institute of Allergy and Infectious Diseases (NIAID), HIV Vaccines Trial Network (HVTN), Centers for Disease Control and Prevention (CDC), United States Army Research Institute of Infectious Disease (USAMRIID), University of Pittsburgh, Georgia State University Research Foundation, University of Maryland, Peking University, Burnet Institute, American Gene Technologies International, Inc., and ViaMune, Inc.

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

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on the accompanying unaudited condensedour 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 significantFor a description of critical accounting policies are summarizedthat affect our significant judgments and estimates used in the preparation of our financial statements, refer to Item 7 in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to our consolidated financial statements includedConsolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016. We believe the following2019. There have been no significant changes to our critical accounting policies affectfrom those disclosed in our more significant judgments and estimates used in the preparation of our financial statements:2019 Annual Report.

Revenue RecognitionRecent Accounting Pronouncements

We recognize revenueInformation regarding recent accounting pronouncements is contained in accordance with the Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, as amended by Staff Accounting Bulletin No. 104, Revenue Recognition, (“SAB 104”). SAB 104 provides guidance in applying U.S. generally accepted accounting principles (“GAAP”) to revenue recognition issues, and specifically addresses revenue recognition for upfront, nonrefundable fees received in connection with research collaboration agreements. Historically, our revenue has consisted primarily of grant and contract funding received from NIAID. Revenue from these arrangements is approximately equalNote 3 to the costs incurred and is recorded as income as the related costs are incurred.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customerscondensed consolidated financial statements included in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for the Company beginning in 2018 and allows for either full retrospective adoption or modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2014-09 on our financial statements.

Stock-Based Compensation

We account for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date. Compensation cost for awards of common stock is estimated based on the price of the underlying common stock on the date of issuance. Compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.this Quarterly Report.

Liquidity and Capital Resources

Historically, our primaryOur principal uses of cash have beenare to finance our researchresearch and development activities. Since inception, we have funded these activities primarily from government grants and clinical trial assistance, and from sales of our equity securities. At SeptemberJune 30, 2017,2020, we had cash and cash equivalents of $343,826$710,682 and total assets of $495,635,$957,943, as compared to $454,030$283,341 and $610,217,$468,880, respectively, at December 31, 2016.2019. At SeptemberJune 30, 2017,2020, we had a working capital deficit of $285,401,$1,847,550, compared to positive working capital of $174,532$1,568,929 at December 31, 2016.2019. Our current liabilities at SeptemberJune 30, 20172020 include $598,411$1,972,073 of accrued management salaries and director fees, payment of which is continuing to be deferred.still being deferred as discussed further below.

Net cash used in operating activities was $1,240,021$925,493 and $1,577,678$773,809 for the nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 2016,2019, respectively. Generally, the variances between periods are due to fluctuations in our net losses, offset by non-cash charges such as depreciation and stock-based compensation expense, and by net changes in our assets and liabilities. Our net losses generally fluctuate based on expenditures for our research activities, partially offset by government grant revenues. As of SeptemberJune 30, 2017,2020, there is $744,769$650,051 in approved grant funds available for use during the remainderthrough September 2021 and approximately $184,100 of 2017 and through June 30, 2018.upcoming billable fees pursuant to collaborative arrangements. Of these amounts, we expect that approximately $400,800 will be used by us to reimburse third parties who will provide services covered by our grants. See the table with further details under “Results of Operations – Grant and Collaboration Revenues” below.below for additional details concerning our government grants.

Members of our executive management team are deferring receipt of portions of their salaries and members of our board of directors are deferring receipt of all of their fees in order to help conserve the Company’s cash resources. As of June 30, 2020, the accumulated deferrals totaled $1,972,073. We expect the ongoing deferrals of approximately $26,600 per month for the management salaries to continue until such time as a significant financing event (as determined by the board of directors) is consummated. As of the date hereof, we have no agreements as to how and when these obligations will be satisfied, but such action may require payment of cash and/or issuance of equity securities.

NIAID has funded the costs of conducting all of our human clinical trials (Phase 1 and Phase 2a) to date for our preventive HIV vaccines, with GeoVax incurring certain costs associated with manufacturing the clinical vaccine supplies and other study support. We expect that NIAID iswill also currently fundingfund the cost of an ongoingthe planned Phase 1 trial (HVTN 114), which is investigating the effect of adding a “protein boost” component132) to our vaccine. Concurrently, a preclinical study in non-human primates (funded by a NIAID grant) is evaluating two additional proteins specifically chosen as boosting agents for GOVX-B11, and planning is underway for a Phase 1 trial tofurther evaluate the safety and immunogenicity of adding “protein boost” components to our vaccine, GOVX-B11. We expect HVTN 132 to commence patient enrollment in late 2020. Additionally, we are party to a collaboration with American Gene Technologies International, Inc. (AGT) whereby AGT intends to conduct a Phase 1 human clinical trial with our combined technologies, with the ultimate goal of developing a functional cure for HIV infection. We expect that AGT will begin the Phase 1 trial during 2020. A similar effort is underway with a consortium led by researchers at the University of California, San Francisco (UCSF), using our vaccine as part of a combinational therapy to induce remission in HIV-positive individuals. We also expect this program to enter clinical trials during 2020. However, each of these proteins in humans. Based on the results from these studies, we expect NIAID may thenprograms could be ready to supportdelayed as a large phase 2b efficacy trial. In July 2016, NIAID awarded us a contract of up to $7.8 million for the productionresult of the DNA vaccine component of GOVX-B11, which is intended for use in advanced clinical trials.ongoing COVID-19 pandemic.

Net cash used in investing activities was $4,350$-0- and $-0-$4,272 for the nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 2016,2019, respectively. Our investing activities have consisted predominantly of capital expenditures.

Net cash provided by financing activities was $1,134,167 $1,352,834 and $1,028,426$734,791 for the nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 2016,2019, respectively. DuringNet cash provided by financing activities during the nine-month2020 period ended September 30, 2017,relates to the sale of shares of our Series J convertible preferred stock for net proceeds of $300,000, $170,200 of PPP loan proceeds (see discussion below), $888,500 of net proceeds from our bridge financing (see discussion below), and $5,866 in principal repayments toward the GRA Note. Net cash provided by financing activities during the 2019 period relates to the sale of shares of our Series G convertible preferred stock for net proceeds of $740,000 and $5,209 in principal repayments toward the GRA Note.

On April 17, 2020, we received a $170,200 bank loan backed by the United States Small Business Administration pursuant to the Paycheck Protection Program (PPP) provisions of the CARES Act. The loan bears an annual interest rate of one percent and is due April 17, 2022. No payments of principal or interest will be due until 180 days after the disbursement date. Commencing November 17, 2020, monthly payments of $9,578.16 will be due. Amounts due may be prepaid without penalty. We intend to apply to the lender to have the principal amount reduced upon providing qualifying information regarding eligible expenses.

On June 26 2020, we entered into a Securities Purchase Agreement with two institutional investors, pursuant to which we received gross proceeds of $1,050,000 in exchange for the issuance of:(i) 5% Original Issue Discount Senior Secured Convertible Debentures (the “Convertible Debentures”) in the aggregate principal amount of $1,200,000; and (ii) five-year warrants (the “June 2020 Warrants”) to purchase an aggregate of 2,400,000 shares of the our common stock at an exercise price of $0.50 per share. Net proceeds after deducting the original issue discount, finder’s fee and other debt issuance costs was $888,500.  The Convertible Debentures are secured by substantially all of the Company’s assets. The Convertible Debentures mature in twelve months, bear interest at a rate of 5% per annum, and are convertible into our common stock after six months at an initial conversion price of $0.50 per share.  Interest is payable quarterly in cash, or if certain conditions are met, we may pay accrued interest in shares of our common stock. The Convertible Debentures may be prepaid at any time for the first 90 days at face value plus accrued interest.  From day 91 through day 180, the Convertible Debentures may be prepaid in an amount equal to 110% of the principal amount plus accrued interest.  From day 181 through day 365, it may be prepaid in an amount equal to 120% of the principal amount plus accrued interest. The Convertible Debentures will convert into common stock were exercised for aggregate netupon our consummation of a public offering of common stock with gross proceeds of $154,167. During May 2017, we sold shares$6,000,000 or more, and which results in the listing of our Series D convertible preferredcommon stock on a national securities exchange.  The conversion price is equal to certain institutional investors for net proceedsthe lower of $980,000.(i) $0.50 per share or (ii) 80% of the offering price.

As of SeptemberJune 30, 2017,2020, we had an accumulated deficit of $37.4$43.9 million. We expect for the foreseeable future we will continue to operate at a loss. The amount of the accumulated deficit will continue to increase, as it will be expensive to continue our research and development efforts. We will continue to require substantial funds to continue our activities and cannot predict the outcome of our efforts. We have received a “going concern” opinion from our independent registered public accounting firm reflecting substantial doubt about our ability to continue as a going concern. We believe that our existing cash resources, combined with funding from existing NIHgovernment grants and clinical trial supportcollaborative arrangements, will be sufficient to fund our planned operations into the firstfourth quarter of 2018.2020. We will require additional funds to continue our planned operations beyond that date. We are currently seeking sources of capital through additional government grant programs and clinical trial support, and we may alsoplan to conduct at least one additional offeringsoffering of our equity securities. However, additionalAdditional funding may not be available on favorable terms or at all and if we fail to obtain additional capital when needed, we may be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses.

Off-Balance Sheet Arrangements

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

Contractual Obligations

As of September 30, 2017, we had noncancelable lease obligations and other firm purchase obligations totaling approximately $274,000, as compared to approximately $457,000 at December 31, 2016. Approximately $79,000 of the purchase commitments at September 30, 2017 relate to subcontracts associated with our government grants, which we expect will be fully reimbursed to us pursuant to those grants. We have no committed lines of credit and no other committed funding or long-term debt. We have employment agreements with our senior management team, each of which may be terminated with 30 days advance notice. There have been no other material changes to the table presented in our Annual Report on Form 10-K for the year ended December 31, 2016.

Results of Operations

Net Loss

We recorded a net loss of $588,757$455,204 for the three monthsthree-month period ended SeptemberJune 30, 2017,2020, as compared to $464,200$654,148 for the three monthsthree-month period ended SeptemberJune 30, 2016.2019. For the nine monthssix-month period ended SeptemberJune 30, 2017,2020, we recorded a net loss of $1,653,979,$1,050,898, as compared to $2,336,314$1,355,602 for the nine monthssix-month period ended SeptemberJune 30, 2016.2019. Our net losses 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.

Grantand CollaborationRevenues

During the three-monththree-month and nine-monthsix-month periods ended SeptemberJune 30, 2017,2020, we recorded grant and collaboration revenues of $247,994$440,602 and $895,866,$1,156,579, respectively, as compared to $440,106$209,941 and $653,986,$574,173, respectively, during the comparable periods of 2016.2019.

Grant Revenues – Our grantgrant revenues relate to grants and contracts from NIAIDagencies of the U.S. government in support of our vaccine development activities. We record revenuerevenues associated with these grants as the related costs and expenses are incurred. The difference in our grant revenues from period to period is dependent upon our expenditures for activities supported by the grants and fluctuates based on the timing of the expenditures. Additional detail concerning our grant revenues and the remaining funds available for use as of SeptemberJune 30, 20172020 is presented in the table below.

Collaboration Revenues – In March 2017, we entered into a collaboration with American Gene Technologies International, Inc. (AGT) whereby AGT intendsaddition to conduct a Phase 1 human clinical trial with our combined technologies, with the goal of developing a functional cure for HIV infection. The cost of the clinical trial will be borne by AGT. The primary objectives of the trial will be to assess the safety and efficacy of the therapy, with secondary objectives to assess the immune responses as a measure of efficacy. In exchange for use of our vaccine product in the clinical trial, AGT paid us a fee of $95,000 which we receivedgrant revenues above, during the second quarter of 2017three-month and which is recorded as revenue in the nine-month period ended September 30, 2017. No commercial rights or licenses have yet been granted to AGT.

Research and Development Expenses

During the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2017,2020 we recorded revenues associated with several research collaborations with third parties of $139,109 and development expense of $498,200 and $1,568,093,$201,065, respectively, as compared to $683,939$25,003 and $1,519,519,$34,916, respectively, during the comparable periods of 2016.2019. These amounts primarily represent amounts paid to us by the other parties for materials and other costs associated with joint studies. As of June 30, 2020, there is approximately $184,100 of upcoming billable fees pursuant to collaborative arrangements.

Research and Development Expenses

Our research and development expenses were $461,421 and $1,270,357 for the three-month and six-month periods ended June 30, 2020 as compared to $451,227 and $1,006,945 for the comparable periods of 2019. Research and development expense for the three-month and nine-monthsix-month periods of 2017 includes2020 included no stock-based compensation expense, of $6,513 and $19,775 respectively, as compared to $5,894$11,322 and $17,681,$22,641, respectively, for the comparable periods of 20162019 (see discussion under “Stock-Based Compensation Expense” below).

Our research and development expenses can fluctuate considerably on a period-to-period basis, depending on our need for vaccine manufacturing by third parties, the timing of expenditures related to our government grants from NIAID, the timing of costs associated with clinical trials being funding directly by us,and other research projects, and other factors. The overall variance in researchResearch and development expenseexpenses increased by $263,412, or 26%, from the 2016 periodssix-month period of 2019 to 2017 is2020 primarily attributabledue to the timing and amount of costs associated with research subcontracts supported byexpenditures related to our grants from NIAID.government grants. Our research and development costs do not include costs incurred by the HVTNHIV Vaccine Trials Network (HVTN) in conducting clinical trials of our preventive HIV vaccines; those costs are funded directly to the HVTN by NIAID.

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

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

General and Administrative Expenses

During the three-month and nine-month periods ended September 30, 2017, we recordedOur general and administrative expense of $340,143expenses were $427,292 and $985,001, respectively,$929,637 for the three-month and six-month periods ended June 30, 2020, as compared to $220,707$412,650 and $1,472,030, respectively,$922,714 during the comparable periods of 2016.2019. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, and other general corporate expenses. General and administrative expense for the three-month and nine-monthsix-month periods of 2017 include2020 included stock-based compensation expense of $7,920$12,000 and $23,760,$18,000, respectively; as compared to $22,822$93,851 and $508,206,$235,755, respectively, for the comparable periods of 20162019 (see discussion under “Stock-Based Compensation Expense” below). Excluding stock-based compensation expense, general and administrative expenses were $332,223$415,292 and $961,241$911,637 during the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2017,2020, respectively, as compared to $197,885$318,799 and $963,824,$686,959, respectively during the comparable periods of 2016.2019, representing an increase of $224,678, or 33%, from the six-month period of 2019 to the comparable period of 2020. The overall varianceincrease in general and administrative expense from the 2016 periods2019 to 20172020 is partiallyprimarily attributable in part to the timing ofhigher legal and patent costs. Also, during the three months ended September 30, 2017, we incurred additional costs associated with the conduct of a special meeting of stockholders, which contributed to the increase as compared to the same period of 2016. We expect that our general and administrative costs may increase in the future in support of expanded research and development activities and other general corporate activities.

Stock-Based Compensation Expense

For the three-month and nine-month periods ended September 30, 2017 and 2016,The table below shows the components of stock-based compensation expense were as follows:

for the three-month and six-month periods ended June 30, 2020 and 2019. In general, stock-based compensation expense is allocated to research and development expense or general and administrative expense according to the classification of cash compensation paid to the employee, consultant or director to whom the stock compensation was granted.For

As a result of the three monthreverse stock splits enacted in April 2019 and nine month periods ended September 30, 2017in January 2020, we made adjustments and 2016,retroactive restatements to all of our outstanding stock options such that the balances in January 2020 were negligible. We therefore recorded no stock-based compensation expense was allocated as follows:related to our stock option plan for the three-month or six-month periods ended June 30, 2020. If we make grants under our 2020 Stock Incentive Plan, we will incur related compensation expenses.

During the three-month and six-month periods ended June 30, 2020 we recorded stock-based compensation expense of $12,000 and $18,000, respectively, associated with common stock issued for a consulting agreement, as compared to $78,509 and $205,080, respectively, during the same periods of 2019, associated with common stock issued for consulting and financial advisory services.

Other IncomIncomee (Expense)

Interest income for the three-monththree-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 was $1,592$60 and $3,249,$812, respectively, as compared to $340$881 and $1,249,$2,105, respectively, for comparable periods of 2016.2019. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations. Interest expense for the three-month and six-month periods ended June 30, 2020 was $7,153 and $8,295, respectively, as compared to $1,093 and $2,221, respectively, for comparable periods of 2019. Interest expense relates to the Convertible Debentures, GRA Note, PPP Loan, and financing costs associated with insurance premiums.

Not applicable.

Item 4           Controls and Procedures

Evaluation of disclosure controls and procedures

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

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

Changes in internal control over financial reporting

There wasAlthough we have modified certain of our internal control procedures as a result of the COVID-19 pandemic, there were no changesignificant changes in our internal control over financial reporting that occurred during the three months ended SeptemberJune 30, 20172020 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

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

PART II -- OTHER INFORMATION

None.None.

For information regarding factors that could affect our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk“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.

None not previously disclosedEffective as of May 1, 2020, we entered into a Customer Agreement and Subscription Agreement with Content Carnivores, LLC, pursuant to which the Company received services related to the management of our social media accounts in exchange for the monthly issuance of shares of our common stock valued at $3,000. During the three-month period ended June 30, 2020, we issued 42,477 shares of our common stock to Content Carnivores, LLC at an aggregate value of $12,000. The Company relied on Form 8-K.an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

None.None.

Not applicableapplicable.

During the period covered by this report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to our board of directors.

Item 6           Exhibits

The exhibits filed with this report are set forth on the exhibit index following the signature page and are incorporated by reference in their entirety into this item.

SIGNATURES

Exhibit

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.

EXHIBIT INDEX

_____________________

_____________________

(1)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed January 21, 2020.

(2)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed January 24, 2020.

(3)           Incorporated by reference from the registrant’s Annual Report on Form 10-K filed March 24, 2020.

(4)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed April 20, 2020.

(5)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 22, 2020.

(6)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed June 25, 2020.

(7)           Incorporated by reference from the registrant’s Current Report on Form 8-K filed June 26, 2020.

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.

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