8 .	Common 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

600,000,000

shares. The amendment to our certificate of incorporation was filed with the Delaware Secretary of State on

August 4, 2017.

Common Stock Transactions

uring

2017

and

2016,

we issued

19,862,000

and

1,400,000

shares of our common stock, respectively, pursuant to the conversion of our Series C Preferred Stock (see Note

During

2017,

we issued

31,639,577

shares of our common stock related to the exercise of stock purchase warrants, resulting in net proceeds to us of

$571,511.

During

2016,

we issued

21,884,420

shares of our common stock related to the exercise of stock purchase warrants, resulting in net proceeds of

$1,339,801.

Stock Option Plans

2006

we adopted the GeoVax Labs, Inc.

2006

Equity Incentive Plan (the

“2006

Plan”) and

during

2016,

our stockholders approved the GeoVax Labs, Inc.

2016

Stock Incentive Plan (the

“2016

Plan”) which provides our Board of Directors broad discretion in creating equity incentives for employees, officers, directors and consultants. We have reserved

1,550,300

shares of our common stock for currently outstanding stock options under the

2006

Plan, and

6,000,000

shares for outstanding stock options and future issuances under the

2016

Plan. The

2016

Plan replaces the

2006

Plan, which expired

September 28, 2016,

and

further grants

may

be made under the

2006

Plan. As such, the

2016

Plan will serve as the sole equity incentive compensation plan for 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 have a maximum

ten

-year term and generally vest over

three

years.

Certain information concerning our stock opti

on plans as of

December 31, 2017,

and a summary of activity during the year then ended is presented below:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (yrs)		Aggregate Intrinsic Value
Outstanding at December 31, 201 6		3,499,475		$	1.21
Granted		3,680,000			0.05
Exercised		-			-
Forfeited or expired		(155,200	)		15.25
Outstanding at December 31, 201 7		7,024,275		$	0.29		8.8	$	-0-
Exercisable at December 31, 201 7		1,951,484		$	0.90		6.6	$	-0-

Stock Purchase

Warrants

The following table presents a summary of stock purchase warrant

activity during the year ended

December 31, 2017:

	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2016		32,751,578		$	0.07
Issued		-			-
Exercised		(31,639,577	)		0.02
Forfeited or expired		(1,112,001	)		0.57
Outstanding and exercisable at December 31, 2017		-0-		$	-

Common Stock Reserved

A summary

of common stock reserved for future issuance as of

December 31, 2017

is as follows:

Stock Option Plans			7,550,300
Series B Convertible Preferred Stock			285,714
Series C Convertible Preferred Stock			171,349,733
Series D Convertible Preferred Stock			66,666,666
Total			245,852,413