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. Yesþ Noo

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 45 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). Yeso Noo

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

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

As of November 6, 2009, 779,888,307May 3, 2010, 15,652,596 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a biotechnology company focused on developing human vaccines for diseases caused by Human Immunodeficiency Virus (HIV) and other infectious agents.(“HIV”). The Company has exclusively licensed from Emory University (“Emory”) vaccine technology which was developed in collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). The Company is incorporated under the laws of the State of Delaware and its principal offices are located in Smyrna, Georgia (metropolitan Atlanta area).

GeoVax is devoting all of its present efforts to research and development and is a development stage enterprise as defined by Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 915, “Development Stage Entities”. The accompanying financial statements at September 30, 2009March 31, 2010 and for the three month and nine month periods ended September 30,March 31, 2010 and 2009 and 2008 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, 2008.2009. 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 Company disclosed in Note 2 to its financial statements included in the Form 10-K for the year ended December 31, 20082009 those accounting policies that it considers significant in determining its results of operations and financial position. 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 the normal course of business, we may enter into various firm purchase commitments related to production and testing of our vaccine material, and other research-related activities. As of September 30, 2009,March 31, 2010, we had approximately $20,000$830,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors. We expect to receive and pay for these materials and services within the next three to four months.subcontractors, all of which will be due in less than one year.

We may, from time to time, issue shares of our common stock to consultants or other service providersothers in exchange for services. During August 2009, we entered into an agreement wherebyMarch 2010 we issued 112,500an aggregate of 8,250 shares of our common stock for consulting services and agreed to issue an additional 337,500 shares over the following twelve months. Wewe recorded general and administrative expense of $14,626 for the three and nine month periods ended September 30, 2009 related to issuance of our common stock in exchange for services, as compared to $18,084 and $55,917 for the three and nine month periods ended September 30, 2008, respectively.

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 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 certain employees). Options granted under the 2006 Plan have a maximum ten-year term and generally vest over four years. The Company has reserved 51,000,0001,040,000 shares of its common stock for issuance under the 2006 Plan.

We did not grant anyThe following table summarizes stock options pursuant tooption activity for the 2006 Plan during the ninethree months ended September 30, 2009. As of September 30, 2009, there were nonqualified stock options covering a total of 45,764,424 shares of our common stock outstanding with a weighted average exercise price of $0.12 and a weighted average remaining contractual term of 5.5March 31, 2010:

Stock-based compensation expense related to the 2006 Plan was $317,701$141,845 and $1,087,530$388,820 for the three month and nine month periods ended September 30,March 31, 2010 and 2009, as compared to $347,606 and $1,146,298 for the three month and nine month periods ended September 30, 2008, respectively. 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, 2009,March 31, 2010 there was $656,254$1,199,131 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 1.72.2 years.

In addition to outstanding stock options and compensatory warrants, as of September 30, 2009March 31, 2010 we had stock purchase warrants covering a total of 43,181,345848,195 shares of our common stock which were issued to investors in previous transactions. Such warrants have a weighted-average exercise price of $0.34$16.50 per share and a weighted-average remaining contractual life of 2.82.3 years. During September 2009, we issued 23,141,289 shares of our common stock and received $1,500,000 upon the exercise of an outstanding stock purchase warrant.

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 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.

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 which commenced October 2007, with an expected annual award of generally between $3 and $4 million per year (approximately $18.3 million in the aggregate). The most recent award is for the period September 1, 2009 through August 31, 2010 in the amount of $4.7 million. We are utilizing this funding to further our HIV/AIDS vaccine development, optimization and production. We record revenue associated with the grant as the related costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations. During the three month period ended March 31, 2010, we recorded $1,338,560 of revenue associated with the grant.

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

Net cash used in operating activities was $1,251,755$912,676 for the ninethree month period ended September 30, 2009March 31, 2010 as compared to $1,542,545$460,209 for the comparable period in 2008.2009. 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 or increased by net changes in our assets and liabilities.

Our operations are also partially funded by the IPCAVD grant awarded to us in September 2007 by the 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 generally between $3 and $4 million per year (approximately $18.3 million in the aggregate). The most recent annual award under the grant is for the period September 1, 2009 through August 31, 2010 in the amount of $4.7 million. We are utilizing this funding to further our HIV/AIDS vaccine development, optimization and production for human clinical trial testing.testing, primarily with regard to our research into vaccine adjuvants. 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. If the annual grant does not occur, we will experience a shortfall in anticipated cash flow and will be required to seek other funds promptly to address the shortfall. 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.

Our investing activities have consisted predominantly of capital expenditures. CapitalThere were no capital expenditures during the three months ended March 31, 2010 or for the nine months ended September 30, 2009 and 2008 were $62,733 and $71,646, respectively. In September 2009, we executed a lease agreement (effective November 1, 2009) for the relocation of our operations a short distance within the metropolitan Atlanta area. In connection with this move, we expect to incur approximately $115,000comparable period in relocation-related costs (inclusive of facility improvements) and we also expect to incur between $50,000 and $75,000 of costs associated with the acquisition of equipment to replace that which was previously made available to us at our previous location.2009.

Net cash provided by financing activities was $2,540,000$-0- and $2,408,541$240,000 for the ninethree month periods ended September 30,March 31, 2010 and 2009, and 2008, respectively. During the 2009 period we received $1,040,000$240,000 from the sale of our common stock to Fusion Capital (see discussion below) and $1,500,000 from the exercise ofan investor pursuant to a previously outstanding stock purchase warrantagreement which wasprovided us the right to expiresell shares to the investor through July 31, 2010. We do not plan to sell additional shares under this agreement.

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 September 2009. Duringdevelopment 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 2008 period, we received $2,262,450 from the salenext several years, our business, financial condition and results of our common stock and warrants to individual accredited investors and $146,091 from the sale of our common stock to Fusion Capital, offset by costs associated with the financing arrangement.operations will be adversely impacted.

In May 2008,any event, we signed a Purchase Agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company (“Fusion Capital”) which provides foranticipate raising additional capital during the saleremainder of up to $10 million of shares of our common stock. In connection with this agreement,2010, although there can be no assurance that we 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 Purchase Agreement. The SEC declared effective the registration statement on July 1, 2008, and we now have the right until July 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 Purchase Agreement. During the nine months ended September 30, 2009, we received $1,040,000 from the sale of our common stock to Fusion Capital pursuant to this arrangement. Through September 30, 2009, we have received a cumulative total of $1,700,000 from Fusion Capital, leaving $8,300,000 available pursuant to the Purchase Agreement as of that date. Depending on general stock market conditions, and the prevailing price of our common stock leading up to the date upon which the Purchase Agreement ends (July 31, 2010), we may notwill be able to or may be choose not to, access the full amount remaining pursuant to the Purchase Agreement. The extent to which we rely on the 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.

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

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.

As of September 30, 2009,March 31, 2010, we had no other material firm purchase obligations or commitments,of approximately $830,000 as compared to less than $10,000 at December 31, 2009; the increase relates to initiation of a vaccine manufacturing contract. 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. WeThere have been no other contractual obligations, withmaterial changes to the exception of commitments which are contingent upontable presented in our Annual Report on Form 10-K for the occurrence of future events.year ended December 31, 2009.

We recorded a net loss of $230,815$690,789 for the three months ended September 30, 2009March 31, 2010 as compared to $722,108$861,509 for the three months ended September 30, 2008. For the nine months ended September 30, 2009, we recorded a net loss of $2,440,977, as compared to a net loss of $2,688,970 for the nine months ended September 30, 2008.March 31, 2009. 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.

During the three and nine month periodsmonths ended September 30, 2009March 31, 2010 we recorded grant revenue of $1,808,551 and $3,271,506, respectively,$1,338,560, as compared to $1,322,502 and $2,298,571, respectively,$710,155 during the comparable periodsperiod of 2008.2009. During 2007, we were awarded an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD)the IPCAVD grant by the NIH 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 generally between $3 to $4 million per year (approximately $18.3 million in the aggregate). We are utilizing this funding to further our HIV/AIDS vaccine development, optimization and production.production, primarily with regard to our research into vaccine adjuvants. The grant is subject to annual renewal, with the latest grant award covering the period from September 2009 through August 2010 in the amount of $4.7 million. As of September 30, 2009,March 31, 2010, there is approximately $4.6$2.7 million remaining from the current grant year’s award and (assuming that the remaining budgeted amounts under the grant are awarded annually to the Company) there is an additional $7.5 million available through the grant for the remainder of the original five year project period (endingending August 31, 2012).

During the three month and nine month periodsmonths ended September 30, 2009,March 31, 2010, we incurred $1,470,200 and $3,530,329, respectively,$1,369,185, of research and development expense as compared to $1,362,490 and $2,725,176, respectively,$857,236, during the three month and nine month periodsmonths ended September 30, 2008. Research and development expense for the three month and nine month periods of 2009 includes stock-based compensation expense of $85,439 and $256,316, respectively, while the comparable periods of 2008 include stock-based compensation expense of $53,712 and $438,937, respectively (see discussion under “Stock-Based Compensation Expense” below).

The increase in research and development expense fromduring the 2008 periodsthree months ended March 31, 2010, as compared to the same period in 2009, periods is due primarily to increased costs associated with our vaccine manufacturing activities in preparation for the commencement of Phase 2 clinical testing, costs associated with our activities funded by our NIHIPCAVD grant, and higher personnel costs associated with the addition of new scientific personnel. Our recently initiated Phase 2a clinical trial for our preventative vaccine is being conducted and funded by the HVTN, but we are responsible for the manufacture of vaccine product to be used in the

Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of United States interest rates, particularly because a significant portion of our investments are in short-term bank certificates of deposits and institutional money market funds. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income received without significantly increasing risk. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure. We do not currently have any market risk sensitivederivative financial 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.instruments.

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.

There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2009March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

None.

None.

None.

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.