Intercell Usa (IOMI) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on March 6, 2007

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IOMAI CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware(State or Other Jurisdiction of Incorporation or Organization)

52-2049149(I.R.S. Employer Identification Number)

20 Firstfield Road, Suite 250, Gaithersburg, Maryland 20878(Address of Principal Executive Offices)

Iomai Corporation 2005 Incentive Plan(Full Title of the Plans)

Russell P. Wilson, Esq.
Senior Vice President, Chief Financial Officer and General Counsel
Iomai Corporation
20 Firstfield Road, Suite 250
Gaithersburg, Maryland 10878(Name and Address of Agent for Service)

(301) 556-4537(Telephone Number, Including Area Code for Agent for Service)

Please send copies of all communications to:

Paul M. Kinsella
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed	Amount of
Title of Securities to be	Amount to be	Offering Price Per	Maximum Aggregate	Registration
Registered	Registered (1)	Share (2)	Offering Price (2)	Fee
Common Stock, $0.01 par value per share	850,000	$4.85	$4,122,500.00	$126.56

(1)

This Registration Statement covers an aggregate of 850,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to awards granted under the equity plan identified above (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act of 1933”) this Registration Statement also covers such additional shares of Common Stock as may be issued pursuant to the antidilution provisions of the Plan to which this Registration Statement relates.

(2)

Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq National Market on March 2, 2007 to be $5.01 and $4.69, respectively.

EXPLANATORY NOTE

     The Registrant hereby increases the number of shares of its Common Stock available for issuance under the 2005 Incentive Plan (the “Plan”) by 850,000 shares so that a total of 1,890,000 shares will be available under the Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-131693) filed with the Securities and Exchange Commission on February 9, 2006.

2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Gaithersburg, Maryland, on January 18, 2007.

IOMAI CORPORATION
By:	/s/Stanley C. Erck
	Stanley C. Erck
	Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Stanley C. Erck and Russell P. Wilson, and each of them singly, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities identified and on January 18, 2007:

Signature	Title
/s/Stanley C. ErckStanley C. Erck	Director, President, Chief Executive Officer, Treasurer (Principal Executive Officer)
/s/Russell P. WilsonRussell P. Wilson	Senior Vice President, Chief Financial Officer, General Counsel (Principal Financial and Accounting Officer)
/s/Thomas Martin Vernon, Jr.Thomas Martin Vernon, Jr., M.D.	Director
/s/F. Weller MeyerF. Weller Meyer	Director
	Director
R. Gordon Douglas, Jr., M.D.
/s/Richard DouglasRichard Douglas, Ph.D.	Director
/s/Dr. M. James BarrettM. James Barrett, Ph.D.	Director
/s/Jeff HimawanJeff Himawan, Ph.D.	Director

II-1

EXHIBIT INDEX

Exhibit	Description
5.1	Opinion of Ropes & Gray LLP dated March 6, 2007
10.14	2005 Incentive Plan, as amended
23.1	Consent of Ropes & Gray LLP (included in Opinion filed as Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm