SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  August 25, 2020

 


 

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

000-52091

  

87-0455038

(State or other jurisdiction of

incorporation or organization)

  

(Commission File No.)

  

(IRS Employee Identification No.)

 

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

 

(678) 384-7220

(Registrant’s telephone number, including area code)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

1

 

This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company’s management.  When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.  Except as required by law, the Company does not undertake to update its forward-looking statements.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 25, 2020, the Company appointed Mark J. Newman, Ph,D., age 65, as the Company’s Chief Scientific Officer, on a part-time basis. Dr. Newman’s appointment was announced on August 26, 2020 by issuance of a press release. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Dr. Newman, who previously served the Company as vice president of research and development from 2010 to 2013, joins the Company on a half-time basis. The other portion of his working time will be devoted primarily to his work at NewMark Diagnostics, which he founded in 2016. Prior, he served senior management positions at PaxVax, Pharmexa A/S, Epimmune, Vaxcel, Apollon, and Cambridge Biotech. During his 30-year career he shepherded the development of experimental vaccine and adjuvant products through preclinical research and into Phase 1 & 2 clinical testing. He is widely published in peer review publications and holds 10 U.S. patents. He holds a dual B.Sc/M.Sc. degree in Agriculture and Pre-Veterinary Medicine from the Ohio State University and earned his Ph.D. in Immunology at the John Curtin School for Medical Research, The Australian National University, Canberra.

 

Dr. Newman and the Company have entered into an employment agreement, a copy of which has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The employment agreement provides for Dr. Newman’s engagement on an at-will basis at a base salary of $250,000 on a full-time annualized basis, or $125,000 per year on a 50% prorated basis and 2 weeks of paid vacation per year. Dr. Newman is also eligible for an annual cash bonus and the grant of stock options, as are all Company employees. As a part-time employee, Dr. Newman is not eligible for the Company’s standard employee benefits programs.

 

Item 9.01            Financial Statements and Exhibits

 

The following exhibit is filed with this Current Report:

 

Exhibit 10.1     Employment Agreement between the Company and Dr. Mark J. Newman

Exhibit 99.1     Press Release

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 26, 2020

 

 

GEOVAX LABS, INC.

 

 

 

 

 

 

 

 

By:

/s/ Mark W. Reynolds

 

 

 

Mark W. Reynolds

 

 

 

Chief Financial Officer

 

 

 

 

 

 

3
ex_201589.htm

Exhibit 10.1

 

Employment Agreement

Between

GeoVax, Inc. and Mark J. Newman, PhD

 

 

This EMPLOYMENT AGREEMENT (the "Agreement") by and between GeoVax, Inc., a Georgia Corporation ("Company"), and Mark J. Newman, PhD ("Employee"; and with the Company, collectively, the "Parties"), is entered into and effective as of August 25, 2020 (the "Effective Date”).

 

Employee will serve as Chief Scientific Officer of the Company. The Company and Employee desire that Employee be employed by the Company in the above capacity under the terms of this Agreement. Therefore, in consideration of the mutual covenants and agreements set forth herein, it is agreed:

 

1.

Employment Duties. Employee is hereby employed by the Company under the terms of this Agreement, and Employee accepts such employment. Employee shall serve in the capacity as defined above and shall perform the following duties (“Employees Duties”): such duties as are customary for someone in that position and duties that may be reasonably assigned from time to time by the President/CEO. Primary duties include but are not limited to: contribution to the overall focus of our company developing commercially viable vaccines for infectious diseases based on the GeoVax technologies. Assistance and contributions in the raising of equity and successful competition for grants (both as a PI and as a collaborator).

 

2.

Term of Agreement. The term of Employee’s employment under this Agreement commences on or about August 25, 2020 and shall end upon the termination of Employee’s employment with the Company as provided herein. The Company may terminate this Agreement upon at least 30 days prior written notice to Employee, and such termination shall be effective on the termination date described in such notice (or such earlier time as the Company and Employee may agree). Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Company’s obligation to make any payments to Employee for services performed and expenses incurred prior to the date of such termination, or as set forth below; and shall not terminate Employee’s obligations under Section 14, 15 and 16 below.

 

3.

Base Salary. The base salary will be $250,000 on a full-time annualized basis, or $125,000 per year on a 50% prorated basis ($5,208.33 per pay period). Performance and salary reviews are at the discretion of the President/CEO and/or Board of Directors.

 

4.

Performance Reviews. Subsequent to the initial performance review as discussed under Section 2 above, performance reviews will be conducted at least annually by the President/CEO or designee.

 

5.

Annual Bonus Potential. An annual fiscal year bonus will be considered and recommended, if appropriate, by the supervisor and President/CEO and must be BOD approved. The actual amount shall be at the discretion of the President/BOD based on Employee’s and the Company’s performance and achievement.

 

6.

Equity Stock Incentive. Option grants are performance based and at the discretion of the BOD based on Employee’s and the Company’s performance and achievement.

 

7.

Moving Expenses. N/A

 

8.

Temporary Living Expense. N/A

 

9.

Other Business Expenses. N/A

 

1

 

10.

Benefits.

 

 

a.

Group Insurance & 401(k) Benefits: Employee will be ineligible for most Company group benefit programs due to Employee’s part-time status. Upon any future transition to full-time employment status, Employee will be eligible for all group insurance and 401(k) benefits generally provided to other employees.

 

 

b.

Vacation: Employee will accrue four weeks of paid vacation per year on a full-time basis (2 weeks based on 50% proration). Vacation time is accrued on a pay period basis subject to the Company’s paid-time-off policy as documented in the Employee Handbook

 

 

c.

Holidays: Nine (9) paid holidays.

 

11.

Termination Provision---Non Voluntary

   

 

a.

With Cause. If Employee is terminated with cause, Employee’s employment, compensation and benefits will terminate immediately (unless otherwise provided by law), and Employee shall not receive any severance payments.

     
  b. Without Cause. If Employee is terminated without cause, Employee must be given 30 days notice, and his salary will continue to be paid for 1 week for each full year of service.

 

12.

Termination Provision---Voluntary. Employee may voluntarily terminate his employment on 30 day written notice to the Company, and Employee’s employment, compensation and benefits will terminate on the effective date of termination (unless otherwise provided by law), and Employee shall not receive any severance payments.

 

13.

Record Keeping and Payment. Employee shall keep and file with the Company an expense report for all business expenses for which Employee seeks reimbursement, and Employee shall be reimbursed for such documented business expenses within thirty (30) days of submitting a request for reimbursement.

 

14.

Restrictive Covenants. Employee acknowledges that the restrictions contained herein are reasonable and necessary to protect the legitimate business interests of the Company, and will not impair or infringe upon his right to work or earn a living after his employment with the Company ends. The restrictions imposed herein shall apply during Employee’s employment with the Company and, except for the longer period specified below for the protection of Trade Secrets, thereafter for a period of two (2) years after the termination of employment for any reason (the “Restricted Period”).

 

 

a.

Trade Secrets and Confidential Information. Employee represents and warrants that: (i) he is not subject to any agreement that would prevent him from performing Employee’s Duties for the Company or otherwise complying with this Agreement, and (ii) he is not subject to or in breach of any non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party.

     
    Employee agrees that he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information (as defined below), except as authorized by the Company; (ii) or during his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written confidentiality agreement where possible.

 

2

 

    The obligations under this subsection 15.a shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period.
     
 

b.

Confidential Information” means information of the Company, to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of the Company, (ii) possesses an element of value to the Company, (iii) is not generally known to the Company’s competitors, and (iv) would damage the Company if disclosed. Confidential Information includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future products or equipment of the Company, (iii) communication systems, audio systems, system designs and related documentation, (iv) advertising or marketing plans, (v) information regarding independent contractors, employees, clients and customers of the Company, and (vi) information concerning the Company’s financial structure and methods and procedures of operation. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating this Agreement or the legal rights of any party, or (iii) otherwise enters the public domain through lawful means.

 

 

c.

Trade Secrets means information of the Company, and its licensors, suppliers, clients and customers, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

 

 

d.

Non-Solicitation of Customers and Business Partners. During the Restricted Period, Employee will not solicit any customer of the Company, or any for-profit or not-for-profit enterprise in a commercial or research relationship with the Company, on his own behalf or on behalf of any other person or entity, for the purpose of providing any goods or services competitive with the business of the Company as described in the Company’s Business Plan or thereafter (the “Business”), or for the purpose of diverting the benefits of any such relationship away from the Company. The restrictions set forth in this Section apply only to the customers and enterprises with whom Employee had interaction (i) in an effort to establish, maintain, and/or further a business relationship on behalf of the Company, and (ii) which occurs during the last year of Employee’s employment with the Company (or during his employment if employed less than a year).

 

 

e.

Non-Recruitment of Employees. During the Restricted Period, Employee will not, directly or indirectly, solicit, recruit or induce any employee of the Company or any affiliate of the Company either to terminate his or her employment relationship with the Company, or work for any other person or entity engaged in a business like the Business.

 

15.

Work Product. Employee’s Duties may include creation of inventions in areas directly or indirectly related to the business of the Company or to a line of business that the Company may reasonably be interested in pursuing. All Work Product (as defined below) shall constitute work made for hire. If (i) any of the Work Product may not be considered work made for hire, or (ii) ownership of all right, title, and interest to the legal rights in and to the Work Product will not vest exclusively in the Company, then, without further consideration, Employee assigns all presently-existing Work Product to the Company, and agrees to assign, and automatically assigns, all future Work Product to the Company.

 

3

 

  The Company will have the right to obtain and hold in its own name copyrights, patents, design registrations, proprietary database rights, trademarks, rights of publicity, and any other protection available in the Work Product. At the Company's request, Employee will perform, during or after his employment with the Company, any acts to transfer, perfect and defend the Company's ownership of the Work Product, including, but not limited to: (i) executing all documents (including a formal assignment to the Company) necessary for filing an application or registration for protection of the Work Product (an "Application"), (ii) explaining the nature of the Work Product to persons designated by the Company, (iii) reviewing Applications and other related papers, or (iv) providing any other assistance reasonably required for the orderly prosecution of Applications. Employee will provide the Company with a written description of any Work Product in which he is involved (solely or jointly with others) and the circumstances surrounding the creation of such Work Product.
   
  "Work Product" means (a) any data, databases, materials, documentation, computer programs, inventions (whether or not patentable), designs, and/or works of authorship, including but not limited to, discoveries, ideas, concepts, properties, formulas, compositions, methods, programs, procedures, systems, techniques, products, improvements, innovations, writings, pictures, and artistic works, and (b) any subject matter protected under patent, copyright, proprietary database, trademark, trade secret, rights of publicity, confidential information, or other property rights, including all worldwide rights therein, that is or was conceived, created or developed in whole or in part by Employee while employed by the Company and that either (i) is created within the scope of his employment, (ii) is based on, results from, or is suggested by any work performed within the scope of his employment, (iii) is directly or indirectly related to the business of the Company or a line of business that the Company may reasonably be interested in pursuing, (iv) has been or will be paid for by the Company, or (iv) was created or improved in whole or in part by using the Company's time, resources, data, facilities, or equipment.
   

16.

Arbitration.

 

 

a.

Any controversy, claim or dispute arising from, out of or relating to this Agreement, or any breach thereof, including but not limited to any dispute concerning the scope of this arbitration clause, claims based in tort or contract, claims for discrimination under federal, state or local law, and/ or claims for violation of any federal, state or local law (any such controversy, claim or dispute being referred to herein as a “Claim”) shall be resolved in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Such arbitration shall take place in Atlanta, Georgia. The arbitrator’s award shall be final and binding upon both parties.

 

 

b.

A demand for arbitration shall be made within a reasonable time after the Claim has arisen. In no event shall the demand for arbitration be made after the date when an institution of legal and/or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Each party to the arbitration will be entitled to be represented by counsel and shall have the right to subpoena witnesses and documents for the arbitration hearing. The arbitrator shall be experienced in employment arbitration and licensed to practice law in the state of Georgia. The arbitrator shall have the authority to hear and grant a motion to dismiss and/ or motion for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure.

 

4

 

 

c.

Except as otherwise awarded by the arbitrator, each party shall pay the fees of its respective attorneys, the expenses of its witnesses and any other expenses connected with presenting its Claim or defense. To the extent permitted by law, the prevailing party shall be entitled to receive, in addition to all other relief, payment of all expenses of litigation and arbitration, including attorney’s fees.

 

 

d.

The parties indicate their acceptance of the foregoing arbitration requirement by initialing below:

 

 

 

                                                                                                                                                    
                                        For the Company             Employee

 

17.

Miscellaneous. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both Parties. This Agreement shall be assignable to, and shall inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, consolidation, or sale of a majority of the Company's assets. Employee shall not have the right to assign Employee’s rights or obligations under this Agreement, except as permitted under the laws of descent and distribution. The laws of the State of Georgia shall govern this Agreement.

 

 

The Parties hereto have executed this Agreement as of the day and year first written below.

 

GEOVAX, INC.

 

 

 

By     Date:  
  David A. Dodd / President & CEO      
         
   
EMPLOYEE  
   
   
         
By:     Date:  
  Mark J. Newman, PhD      

 

5
ex_201590.htm

Exhibit 99.1

 

 

GeoVax Appoints Mark J. Newman, Ph.D. Chief Scientific Officer

 

ATLANTA, GA, August 26, 2020 – GeoVax Labs, Inc. (OTCQB: GOVX), a biotechnology company developing human immunotherapies and vaccines against infectious diseases and cancer, announces today the appointment of Mark J. Newman, Ph,D. as chief scientific officer.

 

Dr. Newman, who previously served the company as vice president of research and development from 2010 to 2013, joins GeoVax on a half-time basis. The other portion of his working time will be devoted primarily to his work at NewMark Diagnostics, which he founded in 2016. Prior, he served senior management positions at PaxVax, Pharmexa A/S, Epimmune, Vaxcel, Apollon, and Cambridge Biotech. During his 30-year career he shepherded the development of experimental vaccine and adjuvant products through preclinical research and into Phase 1 & 2 clinical testing. He is widely published in peer review publications and holds 10 U.S. patents. He holds a dual B.Sc/M.Sc. degree in Agriculture and Pre-Veterinary Medicine from the Ohio State University and earned his Ph.D. in Immunology at the John Curtin School for Medical Research, The Australian National University, Canberra.

 

David Dodd, GeoVax President and CEO, commented, “We are delighted to welcome Mark back to GeoVax and look forward to his guidance as we enter this pivotal period in the company’s evolution. His familiarity with the management team and our MVA technology will translate into a rapid integration, for which we are excited. We look forward working with Mark as we embark onto this next exciting phase for GeoVax.”

 

About GeoVax

 

GeoVax Labs, Inc. is a clinical-stage biotechnology company developing human vaccines against infectious diseases and cancer using a novel patented Modified Vaccinia Ankara-Virus Like Particle (MVA-VLP) based vaccine platform. On this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into VLP immunogens within (in vivo) the person receiving the vaccine. The production of VLPs in the person being vaccinated mimics virus production in a natural infection, stimulating both the humoral and cellular arms of the immune system to recognize, prevent, and control the target infection. The MVA-VLP derived vaccines elicit durable immune responses in the host similar to a live-attenuated virus, while providing the safety characteristics of a replication-defective vector.

 

GeoVax’s current development programs are focused on preventive vaccines against COVID-19, HIV, Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa), and malaria, as well as therapeutic vaccines against multiple cancers. The Company has designed the leading preventive HIV vaccine candidate to fight against the subtype of HIV prevalent in the commercial markets of the Americas, Western Europe, Japan, and Australia; human clinical trials for this program are managed by the HIV Vaccine Trials Network (HVTN) with the support of the National Institutes of Health (NIH). GeoVax’s HIV vaccine is also part of two separate collaborative efforts to apply its innovative gene therapy approach toward a functional cure for HIV. For more information, visit www.geovax.com.

 

 

 

Forward-Looking Statements

 

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax can develop and manufacture its vaccines with the desired characteristics in a timely manner, GeoVax's vaccines will be safe for human use, GeoVax's vaccines will effectively prevent targeted infections in humans, GeoVax’s vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine development, there is development of competitive products that may be more effective or easier to use than GeoVax's products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors, over which GeoVax has no control. GeoVax assumes no obligation to update these forward-looking statements and does not intend to do so. More information about these factors is contained in GeoVax's filings with the Securities and Exchange Commission including those set forth at "Risk Factors" in GeoVax's Form 10-K.

 

Contact:

GeoVax Labs, Inc.

investor@geovax.com

678-384-7220