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 threesix months ended March 31,June 30, 2021, 145,866 shares of common stock were issued upon the cashless exercise of 188,668 stock purchase warrants. warrants, and $172,056 of principal and accrued interest related to the PPP note payable was extinguished upon loan forgiveness by the lender (see Note 7).

During the threesix months ended March 31,June 30, 2020, 1,686 shares of Series H Convertible Preferred Stock were converted into 469,697 shares of common stock and 700 shares of Series I Convertible Preferred Stock were converted into 204,371 shares of common stock.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31,June 30, 2021

(unaudited)

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding. Common share equivalents consist of common shares issuable upon conversion of convertible preferred stock, and upon exercise of stock options and stock purchase warrants. All common share equivalents are excluded from the computation of diluted loss per share since the effect would be anti-dilutive. The weighted average number of common share equivalents which were excluded from the computation of diluted loss per share, totaled 3,055,097583,336 and 48,529503,785 shares at March 31,for the three-month and six-month periods ended June 30, 2021, respectively, as compared to 67,009 and 55,191 shares for the three-month and six-month periods ended June 30, 2020, respectively.

We receive payments from government entities under our grants from the National Institute of Allergy and Infectious Diseases (NIAID) and from the U.S. Department of Defense in support of our vaccine research and development efforts. We record revenue associated with government grants as the reimbursable costs are incurred. During the three-monththree-month and six-month periods ended March 31,June 30, 2021, and 2020, we recorded $110,417$79,708 and $654,021,$190,125, respectively, of revenues associated with these grants.grants, as compared to $301,493 and $955,514, respectively, for the comparable periods of 2020. During the three-month periodthree-month and six-month periods ended March 31,June 30, 2020, we also recorded $61,956$139,109 and $201,065, respectively, of revenuerevenues associated with a research collaboration agreementagreements with Leidos, Inc.third parties. As of March 31,June 30, 2021, there is an aggregate of $355,010$275,302 in approved grant funds available for usewhich we expect to utilize during the remainder of 2021.

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

FORWARD LOOKING STATEMENTS

In additionThe following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to historical information,help the informationreader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto and other disclosures included in this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking(this “Report”), and our audited financial statements involve numerous risks and uncertainties, including but not limited to the risk factors set forth under the heading “Risk Factors”accompanying notes thereto included in theour Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and should not be relied upon as predictions of future events. Certain suchExchange Commission on March 23, 2021.

Forward-Looking Statements

Information included in this Report contains forward-looking statements canwithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. All statements in this Report, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, intentions, expectations and objectives could be 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.statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are necessarily dependent on assumptions, data, or methods thatbeyond our control, which may be incorrect or imprecise and may be incapable of being realized. The following factors, among others, could cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and future eventsfactors include, but are not limited to, differ materially from those factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We operate in a highly competitive, highly regulated and rapidly changing environment and our business is constantly evolving. Therefore, it is likely that new risks will emerge, and that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors or contemplated inchanges therein, or to assess either the forward-looking statements:

Readers are cautioned not to place undue relianceimpact of all such risk factors on forward-looking statements, which reflect our management’s analysis only.business. We assume no obligation to publicly update or revise any forward-looking statements.statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.

Overview

GeoVax is a clinical-stage biotechnology company developing immunotherapies and vaccines against cancers and infectious diseases using a novel vector vaccine platform (Modified Vaccinia Ankara-Virus Like Particle or “GV-MVA-VLP™“GV-MVA-VLP���”). During 2020, we began a program to develop a vaccine for prevention of novel coronavirus (COVID-19) infection. That effort has resulted in four COVID-19 vaccine candidates. These COVID-19 vaccine candidates have been designed and constructed and are being tested using relevant experimental animal challenge models. AdditionalOur current development programs are focused on preventive and therapeutic vaccines against Human Immunodeficiencynovel coronavirus (COVID-19), Zika Virus, (HIV); preventive vaccines against hemorrhagic fever viruses (Ebola, Sudan, Marburg, Lassa), Human Immunodeficiency Virus (HIV), and Lassa fever), Zika virus and malaria;malaria, as well as immunotherapies for solid tumor cancers.

For our infectious disease vaccines, our recombinant MVA vector expresses target proteins on highly immunogenic VLPs in the person being vaccinated, with the intended result of producing durable immune responses with the safety characteristics of the replication deficient MVA vector and cost-effective manufacturing.

In cancer immunotherapy, we believe that stimulating the immune system to treat or prevent cancers is a compelling concept and that the opportunity for immune-activating technologies is promising, especially in light of advancements such as checkpoint inhibitors leading the way in oncology. Despite drug approvals in limited indications and promising results in clinical trials, there remains a significant need and opportunity for further advancements. We believe our GV-MVA-VLP™ platform is well-suited for delivery of tumor-associated antigens and we plan to pursue development of our platform in this space.

Our programs are in various stages of development. Our most clinically advanced vaccine program is focused on prevention of the clade B subtype of HIV prevalent in the regions of the Americas, Western Europe, Japan and Australia; our HIV vaccine candidate, GOVX-B11,and which we expect will be included in an upcoming clinical trial (HVTN 132) managed by the HIV Vaccine Clinical Trials Network (HVTN) with support from the National Institute of Allergy and Infectious Diseases (NIAID) of the National Institutes of Health (NIH), which is targeted to begin in late 2021.. Additionally, during August 2020 a consortium led by researchers at the University of California, San Francisco (UCSF) beganis conducting a clinical trial using our vaccine as part of a combinational therapy to induce remission in HIV-positive individuals. ThroughWe have ongoing government support for our COVID-19 vaccine program through a Small Business Innovative Research (SBIR) grant from NIAID and for our Lassa Fever vaccine program via a grant from the effortsU.S. Department of Defense. Additionally, development of our collaborator, American Gene Technologies International, Inc. (AGT), we expect that our HIVSudan ebolavirus and Marburg virus vaccine will also enter clinical trials during 2021candidates is being supported, in combinationpart, through a collaboration with AGT’s gene therapy technology to seek a functional cure for HIV. Our other vaccineresearchers at the University of Texas Medical Branch (UTMB) and immunotherapy programs are at various other stagesBattelle Memorial Institute utilizing the suite of development.preclinical services from NIAID.

Our corporate strategy is to advance, protect and exploit our differentiated vaccine/immunotherapy platform leading to the successful development of preventive and therapeutic vaccines against infectious diseases and various cancers. With our design and development capabilities, we are progressing and validating an array of cancer and infectious disease immunotherapy and vaccine product candidates. Our goal is to advance products successfully through to human clinical testing and to seekregistration, while considering partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing, and manufacturing with multiple government, academic and corporate entities.

We have not generated any revenues from the sale of the products we are developing, 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.

Results of Operations

The following tables summarize our results of operations for the three-month and six-month periods ended June 30, 2021 and 2020:

Grant and Collaboration Revenues

Our grant and collaboration revenues relate to grants and contracts from agencies of the U.S. government and collaborative arrangements with other third parties in support of our vaccine development activities. Detail concerning our grant and collaboration revenues and the remaining funds available for use as of June 30, 2021 is presented in the table below.

Research and Development Expenses

Our research and development expenses can fluctuate considerably on a period-to-period basis, depending on the timing of expenditures related to our government grants and other research projects, and other factors. 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 approximate the costs incurred.

For the three-month and six-month periods ending June 30, 2021, research and development expenses increased by $371,414 (80%) and $165,261 (13%), respectively, versus the 2020 periods primarily due to expenditures related to our COVID-19 vaccine program, manufacturing process development, and a generally higher level of activity, offset in part by the timing and amount of external expenditures related to our government grants. Research and development expense for the three-month and six-month periods of 2021 included stock-based compensation expense of $21,468 and $42,936, respectively; no stock-based compensation expense was allocated to research and development expense for the comparable periods of 2020 (see discussion under “Stock-Based Compensation Expense” below).

General and Administrative Expenses

For the three-month and six-month periods ending June 30, 2021, general and administrative expenses increased by $306,207 (72%) and $875,572 (94%), respectively. General and administrative expense for the three-month and six-month periods of 2021 included stock-based compensation expense of $65,295 and $120,617, respectively; as compared to $12,000 and $18,000, respectively, for the comparable periods of 2020 (see discussion under “Stock-Based Compensation Expense” below). A significant portion of each of the increases is attributable to higher Delaware franchise taxes, with the remainder primarily due to higher legal, accounting and patent costs; insurance costs; consulting fees; Nasdaq listing fees; investor relations costs; and personnel costs.

Stock-Based Compensation Expense

The table below shows the components of stock-based compensation expense for the three-month and six-month periods ended June 30, 2021 and 2020. 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.

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 in January 2020 were negligible. We therefore recorded no stock-based compensation expense related to our stock option plan for the majority of 2020. We re-initiated employee stock option grants in December 2020.

Other Income (Expense)

Interest income for the three-month and six-month periods ended June 30, 2021 was $1,068 and $3,121, respectively, as compared to $60 and $812, respectively, for comparable periods of 2020. 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, 2021 was $531 and $1,286, respectively, as compared to $7,153 and $8,295, respectively, for comparable periods of 2020. Interest expense relates to the Convertible Debentures, GRA Note, PPP Loan, and (during the 2020 periods) financing costs associated with insurance premiums.

During the three-month and six-month periods ended June 30, 2021, we recorded a $172,056 gain on debt extinguishment associated with the forgiveness of the PPP loan principal and accrued interest discussed above.

Critical Accounting Policies and Estimates

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

For a description of critical accounting policies that 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 contained in our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes to our critical accounting policies from those disclosed in our 2020 Annual Report.

Recent Accounting Pronouncements

–Information regarding recent accounting pronouncements is contained in Note 3 to the condensed consolidated financial statements, included in this Quarterly Report.

Liquidity and Capital Resources

Our principal uses of cash are to finance our research and development activities. SinceFrom inception through June 30, 2021, we have accumulated net losses of approximately $48.7 million and we expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. We have funded these activitiesour operations to date primarily from sales of our equity securities and from government grants and clinical trial assistance,assistance.

The following tables summarize our liquidity and from salescapital resources as of our equityJune 30, 2021 and debt securities. At March 31, 2021, we had cash and cash equivalents of $20,842,782 and total assets of $21,115,446, as compared to $9,883,796 and $10,393,899, respectively, at December 31, 2020. At March 31,2020, and our cash flows for the six-month periods ended June 30, 2021 we had working capital of $20,509,263, compared to a $9,424,839 at December 31, 2020.and 2020:

Operating Activities – Net cash used in operating activities was $1,621,027 and $358,620of $2,879,566 for the three-month periodssix months ended March 31,June 30, 2021, and 2020, respectively. Generally, the variances between periods arewas primarily due to fluctuationsour net loss of $2,876,811, offset by non-cash items such as depreciation expense, stock-based compensation expense and the gain recognized on extinguishment of our PPP loan, and by changes in our working capital accounts. Net cash used in operating activities of $925,493 for the six months ended June 30, 2020, was primarily due to our net losses,loss of $1,050,898, offset by non-cash charges such as depreciation and stock-based compensation expense, and by net changes in our assetsworking capital accounts.

Investing Activities – Net cash used in investing activities was $19,929 for the six-month period ended June 30, 2021 and liabilities. Our net losses generally fluctuate based on expenditures for our research activities, partially offset by government grant revenues. See “Resultsrelates to purchases of Operations – Grantproperty and Collaboration Revenues” below for additional details concerning our government grants.equipment.

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 will also fund the cost of the planned Phase 1 trial (HVTN 132) to further evaluate the safety and immunogenicity of adding “protein boost” components to our vaccine, GOVX-B11. We expect HVTN 132 to commence patient enrollment during 2021. 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. AGT began the Phase 1 trial in late 2020, and we expect the addition of our vaccine into the trial during 2021. 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; this program entered clinical trials during August 2020. Each of these programs could experience delays as a result of the ongoing COVID-19 pandemic.

Financing Activities – Net cash provided by financing activities was $12,580,013 and $297,086$12,554,212 for the three-month periodssix-month period ended March 31,June 30, 2021, and 2020, respectively. Net cash provided by financing activities during the 2021 period relates toconsisting primarily of (i) net proceeds of $9,408,920 received in February 2021 from the public offering of our common stock, (see discussion below), (ii) $3,174,156 of net proceeds from the exercise of warrants, and (iii) $3,063$27,864 in principal repayments toward a five-year Senior Promissory Note (the “GRA Note”)note payable to the Georgia Research Alliance, Inc. (the “GRA Note”); the GRA Note has now been fully repaid. Additionally, during May 2021, our PPP loan of $170,200, together with $1,856 of accrued interest, was forgiven by the lender and extinguished.

Net cash provided by financing activities duringwas $1,352,834 for the six-month period ended June 30, 2020, period relates toconsisting of (i) net proceeds from the sale by us of shares of our Series J convertible preferred stock, for(ii) $170,200 of PPP loan proceeds, (iii) $888,500 of net proceeds from issuance of $300,000a note payable, and $2,914(iv) $5,866 in principal repayments toward the GRA Note.

Public Offering –On February 11, 2021, we closed an underwritten bought deal public offeringFunding Requirements and Sources of 1,644,000 sharesCapital

Our primary uses of our common stock, including 204,000 shares sold pursuant to the full exercise of the underwriter’s option to purchase additional shares, at a price to the public of $6.25 per share. Net proceeds after deducting underwriting discountscapital are for salaries and commissionsrelated expenses for personnel, manufacturing costs for preclinical and clinical materials, third-party research services, laboratory and related supplies, legal and other offeringregulatory expenses, were $9,408,920.

Warrant Exercises – During January and February 2021, holders of our warrants exercised 62,626 Series I Warrants, 126,042 Pre-Funded Warrants and 690,034 Unit Warrants, resulting in the issuance of 835,900 shares of our common stock for aggregate net proceeds to us of $3,174,156.

PPP Loan. 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. In October 2020, we applied to the lender to have the loan forgiven, based upon our submission of qualifying information regarding eligible expenses; as of the date of this report our forgiveness application has not been processed.

As of March 31, 2021, we had an accumulated deficit of approximately $47.4 million.general overhead costs. We expect for the foreseeable future wethese costs will continue to operate at a loss. The amount ofbe the accumulated deficit will continue to increase, as it will be expensive to continue our research and development efforts.primary operating capital requirements for the near future. We will continue to require substantial funds to continue our activities and cannot predict the outcome of our efforts. We believe that our existing cash resources, combined with funding from existing government grants and clinical trial support,cash equivalents will be sufficient to fundmeet our plannedanticipated cash requirements through mid-2023. However, our forecast of the period of time through which our financial resources will be adequate to support our operations into 2023.is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

Our estimates regarding the sufficiency of our financial resources are based on assumptions that may prove to be wrong. We may 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 plan to conduct additional offerings of our equity securities. Additional funding may not be available on favorable terms or at all and if we failneed to obtain additional capital when needed,funds sooner than planned or in greater amounts than we currently anticipate. At this time, we believe our cash resources are sufficient to fund our operations through mid-2023. The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. These factors include the progress of our research activities; the number and scope of our research programs; the progress and success of our pre-clinical and clinical development activities; the progress of the development efforts of parties with whom we have entered into research and development agreements; the costs of manufacturing our product candidates, and the progress of efforts with parties with whom we may enter into commercial manufacturing agreements; our ability to maintain current research and development programs and to establish new research and development and licensing arrangements; the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements; the impact of any natural disasters or public health crises, such as the COVID-19 pandemic; the costs associated with any products or technologies that we may in-license or acquire; and the costs and timing of regulatory approvals.

We will need to continue to raise additional capital to support our future operating activities, including progression of our development programs, preparation for commercialization, and other operating costs. Financing strategies we may pursue include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances or licensing arrangements with third parties. There can be requiredno assurances additional capital will be available to secure additional financing, or if available, that it will be sufficient to meet our needs on favorable terms. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or eliminate somediscontinue the development of one or allmore of our research and development programs as well as reduce our general and administrative expenses.product candidates.

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.

Results of Operations

Net Loss

We recorded a net loss of $1,562,778 for the three-month period ended March 31, 2021, as compared to $595,694 for the three-month period ended March 31, 2020. Our net losses 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 below.

Grant and Collaboration Revenues

Our grant and collaboration revenues relate to grants and contracts from agencies of the U.S. government and collaborative arrangements with other third parties in support of our vaccine development activities. During the three-month period ended March 31, 2021, we recorded grant and collaboration revenues of $110,417, as compared to $715,977 during the comparable period of 2020. The variance in our grant and collaboration revenues from period to period primarily relates to the timing and amount of the associated expenditures. Additional detail concerning our grant and collaboration revenues and the remaining funds available for use as of March 31, 2021 is presented in the table below.

Research and Development Expenses

Our research and development expenses were $602,783 and $808,936 for the three-month periods ended March 31, 2021 and 2020, respectively. Research and development expense for these periods includes stock-based compensation expense of $21,468 and $-0-, respectively (see discussion under “Stock-Based Compensation Expense” below).

Our research and development expenses can fluctuate considerably on a period-to-period basis, depending on the timing of expenditures related to our government grants and other research projects, and other factors. Research and development expenses decreased by $206,153, or 25%, from the 2020 period to 2021 primarily due to the timing of external expenditures related to our government grants. As of March 31, 2021, there is $355,010 in approved grant funds (as shown in the table above), which we expect to expend during the remainder of 2021. We plan to seek additional government grant funding for our development programs, which may increase our research and development expenses in the future, although there can be no assurance any such funds will be obtained.

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 approximate the costs incurred.

We expect our research and development costs to increase as we continue development of our various programs and as we move toward later stages of development, especially with regard to clinical trials. 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

Our general and administrative expenses were $1,071,710 and $502,345We also expect, for the three-month periods ended March 31, 2021 and 2020 respectively. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, and other general corporate expenses. General and administrative expense includes stock-based compensation expense of $55,322 and $6,000 for the 2021 and 2020 periods, respectively (see discussion under “Stock-Based Compensation Expense” below). Excluding stock-based compensation expense, general and administrative expenses were $1,016,388 and $496,345 for the three-month periods ended March 31, 2021 and 2020, respectively, representing an increase of $520,043 (105%). This increase includes approximately $200,000 related to higher Delaware franchise taxes with the remainder primarily due to higher legal and patent costs, consulting fees, and personnel costs. For the remainder of 2021, we expect our general and administrative expenses to remain reasonably consistent with that of the first quarter.half of 2021. We expect that our general and administrative costs maywill increase beyond 2021 in support of expanded research and development activities and other general corporate activities.

Stock-Based Compensation ExpenseGrant Funding – We have ongoing government support for our COVID-19 vaccine program through a Small Business Innovative Research (SBIR) grant from NIAID and for our Lassa Fever vaccine program via a grant from the U.S. Department of Defense. As of June 30, 2021, there is $275,302 in approved grant funds, which we expect to expend during the remainder of 2021 and early 2022. Additionally, our Sudan ebolavirus and Marburg virus vaccine candidates are being developed in collaboration with researchers at the University of Texas Medical Branch (UTMB) and Battelle Memorial Institute utilizing the suite of preclinical services from NIAID. We are currently seeking sources of capital through additional government and quasi-government grant programs and clinical trial support, although there can be no assurance any such funds will be obtained.

Clinical Trial Support -- 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 will also fund the cost of the planned Phase 1 trial (HVTN 132) to further evaluate the safety and immunogenicity of adding “protein boost” components to our vaccine, GOVX-B11. The table below showsstart of HVTN 132 has been delayed due to COVID-19, and we await further information from NIAID and HVTN on when the componentstrial may commence. Additionally, we are party to a collaboration with a consortium led by researchers at the University of stock-based compensation expense forCalifornia, San Francisco (UCSF), using our vaccine as part of a combinational therapy to induce remission in HIV-positive individuals; this program is currently undergoing clinical trials. Similar to HVTN 132, this trial has been affected by the three-month periods ended March 31, 2021pandemic, so we await further information regarding the status of patient enrollment and 2020. In general, stock-based compensation expense is allocatedtrial results. Our prior collaboration with American Gene Technologies International, Inc. (AGT) was recently discontinued due to research and development expense or general and administrative expense according to the classificationAGT’s remodeling of cash compensation paid to the employee, consultant or director to whom the stock compensation was granted.their clinical trial plans.

As a resultEquity Funding – During February 2021, we closed an underwritten public offering of the reverseour common stock splits enacted in April 2019for net proceeds of $9,408,920. During January and in January 2020, we made adjustments and retroactive restatements to allFebruary 2021, certain of our outstanding stock options such that the balancespurchase warrants were exercised, resulting in January 2020 were negligible. We therefore recorded no stock-based compensation expense relatednet proceeds to ourus of $3,174,156. As of June 30, 2021, there are 2,793,635 stock option planpurchase warrants outstanding, including 1,869,966 publicly-traded warrants (Nasdaq: GOVXW) exercisable for the majority of 2020. We re-initiated employee stock option grantscash at $5.00 per share and expiring on September 29, 2025. Should these warrants be exercised in December 2020.full, we would receive approximately $9.3 million in gross proceeds.

Other Income (Expense)Off-Balance Sheet Arrangements

Interest income for the three-month periods ended March 31, 2021 and 2020 was $2,053 and $752, respectively. The variances between periodsWe have no off-balance sheet arrangements that are primarily attributablelikely or reasonably likely to cash available for investment and interest rate fluctuations.have a material effect on our financial condition or results of operations.

Interest expense for the three-month periods ended March 31, 2021 and 2020 was $755 and $1,142, respectively, related to the GRA Note, PPP Loan, and financing costs associated with insurance premiums (for the 2020 period only).

Item 3         Quantitative and Qualitative Disclosures About Market Risk

Our exposureNot applicable 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 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 have any derivative financial instruments or foreign currency instruments.smaller reporting companies.

Item 4         Controls and Procedures

Evaluation of disclosure controls and procedures

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

Our management has carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 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

Although we have modified certain of our internal control procedures as a result of the COVID-19 pandemic, there were no significant changes in our internal control over financial reporting that occurred during the three months ended March 31,June 30, 2021 that have materially affected, or are 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

Item 1Legal Proceedings

Item 1

Legal Proceedings

None.

Item 1ARisk Factors

Item 1A

Risk Factors

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

Item 2Unregistered Sales of Equity Securities and Use of Proceeds

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Effective as of May 1, 2020, we entered into a one-year Customer Agreement and Subscription Agreement with Content Carnivores, LLC, pursuant to which the Company received services related to the management of our social media accountsaccounts. Pursuant to the agreement, in exchange for the monthly issuance of shares of our common stock valued at $3,000. During the three-month period ended March 31,April 2021, we issued 1,4721,235 shares of our common stock to Content Carnivores, LLC atwith an aggregate value of $6,000.$6,000 pursuant to the agreement. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D.

Effective as of May 1, 2021, we renewed our agreement with Content Carnivores, LLC for an additional one-year period. In connection with the renewal, in May 2021, we issued 11,000 shares of our common stock to Content Carnivores, LLC as a restricted stock award under our 2020 Stock Incentive Plan with a value at that date of $59,840. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

There were no other sales of unregistered securities during the period covered by this report that have not previously been reported on Form 8-K.

Item 3Defaults Upon Senior Securities

Item 3

Defaults Upon Senior Securities

None.

Item 4Mine Safety Disclosures

Item 4

Mine Safety Disclosures

Not applicable

Item 5Other Information

Item 5

Other Information

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

Item 6Exhibits

Item 6

Exhibits

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