Rule 13d-1(b)

ü

 Rule 13d-1(c)

 Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

1

NAME OF REPORTING PERSON

Cavalry Fund I Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

219,335 (1)

6

SHARED VOTING POWER (see Item 5 below)

0

7

SOLE DISPOSITIVE POWER

219,335 (1)

8

SHARED DISPOSITIVE POWER (see Item 5 below)

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

219,335 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

þ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.99%

12

TYPE OF REPORTING PERSON

OO

1

NAME OF REPORTING PERSON

Thomas Walsh

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

219,335 (1)

6

SHARED VOTING POWER (see Item 5 below)

0

7

SOLE DISPOSITIVE POWER

219,335 (1)

8

SHARED DISPOSITIVE POWER (see Item 5 below)

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

219,335 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

þ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.99%

12

TYPE OF REPORTING PERSON

IN

(1)

Represents 219,335 shares of common stock issuable upon exercise of warrants (see footnote 2) held by Cavalry Fund I LP and Cavalry Special Ops Fund LLC, collectively. Cavalry Fund I Management LLC is the general partner of Cavalry Fund I LP and Cavalry Special Ops Fund LLC. Thomas Walsh is the Manager of Cavalry Fund I Management LLC. As such, Cavalry Fund I Management LLC and Mr. Walsh may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 219,335 shares of common stock. To the extent Mr. Walsh is deemed to beneficially own such shares, Mr. Walsh disclaims beneficial ownership of these securities for all other purposes.

(2)

Cavalry Fund I LP and Cavalry Special Ops Fund LLC each owns warrants to purchase 215,035 shares of common stock (430,070 shares of common stock in total), only a portion of which are currently exercisable due to a beneficial ownership limitation of 4.99% of the Company’s issued and outstanding common stock.

Item 1(a).

Name of Issuer

GeoVax Labs, Inc. (“Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080

Item 2(a).

Names of Persons Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Cavalry Fund I Management LLC

(ii)

Thomas Walsh

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

The address for each Reporting Person is 61 82 E. Allendale Rd. Ste 5B, Saddle River, NJ 07458.

Item 2(c).

Citizenship

Cavalry Fund I Management LLC is a limited liability company formed under the laws of Delaware.

Thomas Walsh is a citizen of the United States.

Item 2(d).

Title of Class of Securities

Common Stock, $0.001 par value (“Common Stock”)

Item 2(e).

CUSIP Number

373678 309

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)  Broker or Dealer registered under Section 15 of the Exchange Act.

(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) Investment company registered under Section 8 of the Investment Company Act.

(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

(f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

Not applicable

Item 4.

Ownership

(a)

The responses to Items 5-11 of the cover pages of this Schedule 13G/A are incorporated herein by reference.

(b)

The percentage set forth on Row (11) of the cover page for each Reporting Person is based on 4,395,458 shares of common stock outstanding as of January 25, 2021.

(c)

Cavalry Fund I Management LLC is the general partner of Cavalry Fund I LP and Cavalry Special Ops Fund LLC. Thomas Walsh is the Manager of Cavalry Fund I Management LLC. As such, Cavalry Fund I Management LLC and Mr. Walsh may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 219,335 shares of common stock. To the extent Mr. Walsh is deemed to beneficially own such shares, Mr. Walsh disclaims beneficial ownership of these securities for all other purposes.

(d)

Cavalry Fund I LP and Cavalry Special Ops Fund LLC each owns warrants to purchase 215,035 shares of common stock (430,070 shares of common stock in total), only a portion of which is currently exercisable due to a beneficial ownership limitation of 4.99% of the Company’s issued and outstanding common stock.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Cavalry Fund I Management LLC

 Date: February 10, 2021

Thomas Walsh, as Manager of Cavalry Fund I Management LLC

By:

/s/ Thomas Walsh

Name: Thomas Walsh

Title: Manager

 Date: February 10, 2021

By:

/s/ Thomas Walsh

Thomas Walsh