10.

Stockholders' Equity

Preferred Stock

Summary

– We are authorized 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.

	June 30, 2020				December 31, 2019
			Carrying				Carrying
	Shares		Value		Shares		Value
Series B Convertible Preferred Stock		100	$	76,095		100	$	76,095
Series H Convertible Preferred Stock		-		-		1,686		1,156,338
Series I Convertible Preferred Stock		-		-		700		700,000
Series J Convertible Preferred Stock		300		300,000		-		-
Total		400	$	376,095		2,486	$	1,932,433

Series B Preferred Stock

–

Our Series B Convertible Preferred Stock (“Series B 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 B Preferred Stock has

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 common stock at a fixed conversion price of

$350,000

per common share. There were

transactions involving our Series B Preferred Stock during the

six

months ended

June 30, 2020.

Series H Preferred Stock –

Our Series H Convertible Preferred Stock (“Series H 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 H Preferred Stock has

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

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

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

shares of Series I Preferred Stock outstanding.

Series

Preferred Stock

–

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

voting rights and is

not

entitled to a dividend. The Series J Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price which originally was equal to the lesser of (i)

$2.00

per 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 J Preferred Stock contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion 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 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

), 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

conversions of Series J Preferred Stock and

300

shares are outstanding as of

June 30, 2020.

Common Stock

Reverse Stock Split –

Following approval by our shareholders at a meeting held on

January 3, 2020,

January 21, 2020,

we effected a

one

-for-

two thousand

reverse split of our common stock by the filing of an amendment to our certificate of incorporation with the State of Delaware.

As discussed under “Preferred Stock” above, during the

first

quarter of

2020,

we issued

13,481,349

shares of our common stock pursuant to conversions of our Series H and Series I Preferred Stock.

During the

six

months ended

June 30, 2020,

we issued an aggregate of

52,894

shares of our common stock pursuant to a consulting agreement. See “Stock-Based Compensation Expense” below.

Stock Options

During the

six

months ended

June 30, 2020,

there were

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

2020

Plan.

equity awards were made from the

2020

Plan during the

six

months ended

June 30, 2020.

Stock Purchase Warrants

The following table summarizes our stock purchase warrants outstanding as of

June 30, 2020:

	Expiration Date	Exercise Price		Number of Warrants
Series G Warrants	September 2021	$	0.50		48
Series H Warrants	December 2021		0.50		217,392
Series I Warrants	Aug-Dec 2024		0.50		1,500,000
June 2020 Warrants	June 2025		0.50		2,400,000

All 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

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 Series 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 result 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 of

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

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

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

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

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

unrecognized compensation expense related to stock options as of

June 30, 2020.

Stock-based compensation expense related to our stock option plans was

$26,664

and

$53,316

during the

three

-month and

six

-month periods ended

June 30, 2019,

respectively. Stock-based compensation expense related to 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.

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.