ATLANTA, Oct. 16 /PRNewswire-FirstCall/ -- GeoVax, Inc. , a privately held biotechnology company based in Atlanta, Georgia, has merged with Dauphin Technology, Inc. (“Dauphin”), a publicly traded company based in Schaumburg, Illinois which, upon completion of the merger, changed its name to GeoVax Labs, Inc. (“GeoVax Labs”). The Company’s common stock is now quoted on the NASDAQ OTCBB under the symbol GOVX.OB. For a period of approximately 15 days, the Company’s stock will be dually quoted, trading on both the Pink Sheets and OTCBB. Thereafter, it will only trade on the OTCBB. The merger was completed on September 28, 2006.
Upon completion of the merger, GeoVax Inc.'s CEO, Donald Hildebrand, became the CEO and Chairman of the Board of Directors of GeoVax Labs. Dauphin’s former CEO and Chairman of the Board of Directors, Andrew Kandalepas, remains a director of GeoVax Labs holding the title of Vice Chairman and has been appointed as GeoVax Labs’ Vice President-Corporate Finance.
As a result of the merger, the former shareholders of GeoVax, Inc. currently own approximately 69% of GeoVax Labs’ outstanding common stock. GeoVax Labs intends to continue to seek equity financing by selling up to an additional $11 million of its securities. As securities are sold, the percentage ownership attributed to the former shareholders of GeoVax, Inc. will be diluted to approximately 67% ownership. According to Mr. Hildebrand, “the approximate 31% percent ownership retained by the Dauphin shareholders compensated Dauphin for its large and active shareholder base and investment capital.” Over 90% of the approximate 608 million shares of common stock issued at the closing of the merger, including shares issued upon debt conversion, are restricted securities not yet eligible for trading under Rule 144, and a significant portion of these shares are held by affiliates and will remain subject to trading limitations under Rule 144. Of significant note, Atlanta’s Emory University is now the largest shareholder of GeoVax Labs, owning approximately 33% of its outstanding capital stock after the merger. According to Mr. Hildebrand, “Emory has supported the Company’s efforts by providing original investment capital, AIDS vaccine patent filings and has exclusively licensed Dr. H. Robinson origin AIDS vaccine technology to GeoVax.”
Addressing the GeoVax Labs shareholders for the first time, Mr. Hildebrand stated, “the management and Board of Directors of GeoVax Labs welcomes former Dauphin Technology shareholders, GeoVax, Inc. shareholders and new shareholders of GeoVax Labs who have acquired stock since the merger. We are enthusiastic about opportunities that we believe will result from the merger of Dauphin’s strong shareholder base and GeoVax’s advancing AIDS vaccine technology. The combination of these two assets, along with our management team and the retention of Dauphin’s former CEO, Andrew Kandalepas, are designed to enhance our opportunities for success. Together we intend to expand and speed up the development and evaluation of our AIDS vaccine in the hope of protecting millions of lives from the devastating disease caused by HIV-1 virus. Being a public company provides opportunities to move our program ahead at a faster pace than ever before.”
Mr. Hildebrand continued, “now that the exhaustive merger process is complete, the focus of the Company will be on our ongoing human clinical trials evaluating our AIDS vaccine and execution of our strategy for vaccine development with the goal of eventual product licensing for worldwide distribution.”
According to Mr. Hildebrand, “for the benefit of our shareholders, the Company intends to enlist the services of investor relations and public relations firms to assist us in keeping our shareholders properly informed as to our progress. He also stated, “in future press releases we plan to introduce our management team in more detail, update shareholders about the status of our vaccine’s human trials and detail the progress of our business plan.” Mr. Hildebrand continued, “We are pleased with our recent success in obtaining a quotation symbol for our common stock on the NASDAQ OTCBB. We recognize this transition has created some confusion in the marketplace due to the fact that our common stock is still trading on both systems. We apologize for the confusion.”
GeoVax Inc., which became a wholly-owned subsidiary of GeoVax Labs upon completion of the merger, was formed in 2001 and specializes in developing human vaccines, with a specific focus on creating, developing, testing, manufacturing and marketing an HIV/AIDS vaccine, subject to regulatory approval. GeoVax Labs’ vaccine technology has been developed over the last 15 years and has been tested in primates where it was 96% effective in a large study protecting 22 of 23 vaccinates for over 3 1/2 years after infection with the AIDS causing virus.
The first human trial was satisfactorily concluded in 2004 and GeoVax AIDS vaccines are now being evaluated in additional human clinical trials in the U.S. that began in April 2006. According to Mr. Hildebrand, “the vaccine testing in humans is progressing very well and we are very pleased that these human trials are being conducted in collaboration with the leadership and expertise of the HVTN [HIV Vaccine Trials Network] a division of the National Institutes for Health [NIH] in several cities across the U.S. GeoVax Labs plans to release more information in the near future about these U.S. clinical trials as results become available. GeoVax Labs is also considering the possibility of expanding the testing of its HIV/AIDS vaccine in other AIDS endemic areas such as India and Africa. This possibility will be evaluated in more depth at a later date.
Most notable are the contributions of GeoVax Inc.'s co-founder Dr. Harriet Robinson. Dr. Robinson is the primary developer of GeoVax Inc.'s HIV-1 [AIDS] vaccine technology. One of the world leaders in AIDS vaccine research, Dr. Robinson is Chief of the Division of Microbiology and Immunology at the Yerkes National Primate Research Center and the Asa Griggs Candler Professor of Microbiology and Immunology at Emory University in Atlanta, Georgia. Dr. Robinson is highly regarded worldwide as an AIDS vaccine expert for her quality research and for her accomplishments in the development of this vaccine. Dr. Robinson has published extensively on viral-induced cancers as well as HIV-AIDS vaccine research with more than 118 refereed scientific journal publications, 45 monograph reviews and authorship of 6 book chapters. Dr. Robinson has 3 issued patents and 12 patent applications pending. Other Emory representatives have previously been elected to the Board of Directors. According to Mr. Hildebrand, “we are pleased to have had Emory represented on the Company’s Board of Directors and appreciate their support of the company’s efforts.”
According to Mr. Hildebrand, “the long term goals for the Company include possibly entering into collaborative development/manufacturing agreements with other vaccine and related industry companies and, after obtaining regulatory approval, receiving royalty revenue on sales and distribution generated from out-licensing manufacturing/sales of the Company’s AIDS vaccines to major vaccine production companies. By some estimates there is a multi-billion dollar annual global market for an AIDS vaccine. Prior to the merger GeoVax, Inc. received private equity financing exceeding $7 million, and its AIDS vaccine development programs have received funding exceeding $21 million as competitive research grants provided to Dr Robinson at Emory University by the U.S. National Institutes of Health (NIH).
About Emory University
Emory University is home to nine major academic divisions, numerous centers for advanced study, and a host of prestigious affiliated institutions. In addition to Emory College, the University encompasses a graduate school of arts and sciences; professional schools of medicine, theology, law, nursing, public health, and business; and Oxford College, a two-year undergraduate division on the original campus of Emory in Oxford, GA. Emory was founded at Oxford, GA in 1836. Led by President James W. Wagner, the University has 11,300 students and 2,500 faculty members who represent all regions of the United States and more than 100 foreign nations.
Safe Harbor Statement
All statements in this news release that are not statements of historical fact are forward-looking statements. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, whether; GeoVax can develop vaccines with the desired characteristics in a timely manner, GeoVax’s vaccines will be determined to be safe for use in humans, GeoVax’s vaccines will be effective in preventing AIDS in humans, the vaccines will receive the regulatory approvals necessary to be licensed and marketed, GeoVax can raise the required capital to complete development of its vaccines, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, and other factors over which GeoVax has no control. GeoVax assumes no obligation to update these forward-looking statements.
GeoVax Labs, Inc.
CONTACT: GeoVax Labs, Inc. Internal Public Relations, +1-404-727-0971
Web site: http://www.geovax.com/