##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    000-51709
  Iomai Corporation
 (exact name of registrant as
    specified in its charter)
  Delaware

52-2049149(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   20 Firstfield Road, Suite 250, Gaithersburg, Maryland
    20878
 (Address of principal executive
    offices including zip code)
  Registrants telephone number, including area code:
 (301) 556-4500
  Securities registered pursuant to Section 12(b) of the
    Act:
   None

None(Title of each Class)

(Name of each exchange on which
    registered)   Securities registered pursuant to Section 12(g) of the
    Act:
    Common Stock, $.01 Par Value Per Share
  o þ
  þ o
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    Filer  o
    Non-accelerated
    filer þ  Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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TABLE OF
    CONTENTS
 PagePART IITEM 1.

BUSINESS


1Overview


1Our
    Strategy


3Market
    Overview


3The TCI
    Solution


6Products in
    Development


8Intellectual
    Property and Proprietary Technology


13Manufacturing and
    Commercial Supply


16Competition


17Government
    Regulation


18Sales and
    Marketing


20Employees


20Corporate
    Information


20Availability of
    Periodic SEC Reports


20ITEM 1A.

RISK
    FACTORS


21ITEM 1B.

UNRESOLVED STAFF
    COMMENTS


36ITEM 2.

PROPERTIES


36ITEM 3.

LEGAL
    PROCEEDINGS


36ITEM 4.

SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


36PART IIITEM 5.

MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


37ITEM 6.

SELECTED FINANCIAL
    DATA


40ITEM 7.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


41ITEM 7A.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


49ITEM 8.

FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


49ITEM 9.

CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


49ITEM 9A.

CONTROLS AND
    PROCEDURES


49ITEM 9B.

OTHER
    INFORMATION


50PART IIIITEM 10.

DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


50ITEM 11.

EXECUTIVE
    COMPENSATION


50ITEM 12.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


50ITEM 13.

CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE


50ITEM 14.

PRINCIPAL
    ACCOUNTING FEES AND SERVICES


50PART IVITEM 15.

EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES


5015(a) (1) Financial
    Statements


5015(a) (2) Financial
    Statement Schedules


5015(a) (3)
    Exhibits


5015(b)
    Exhibits


50  i




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
  
    the implementation of our corporate strategy;
    our future financial performance and projected expenditures;
    our ability to enter into future collaborations with
    pharmaceutical, biopharmaceutical and biotechnology companies
    and academic institutions or to obtain funding from government
    agencies;
    our product research and development activities, including the
    timing and progress of our clinical trials, and projected
    expenditures;
    our technologys potential efficacy, advantages over
    current approaches to vaccination and broad applicability to
    infectious diseases;
    our ability to receive regulatory approvals to develop and
    commercialize our product candidates;
    our ability to increase our manufacturing capabilities for our
    product candidates;
    our ability to develop or obtain funding for our immunostimulant
    patch for pandemic flu applications;
    our projected markets and growth in markets;
    our product formulations and patient needs and potential funding
    sources;
    our staffing needs; and
    our plans for sales and marketing.        ® tm tm tm
 ii




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PART I  Item 1.
    Business OVERVIEW      E.
    coli
  
    IS patch for pandemic flu program.  We are
    developing an IS patch that, when used in conjunction with an
    injectable flu vaccine, is designed to stimulate an immune
    response to even small doses of vaccine, thereby allowing public
    health officials to extend vaccine supply in the event of an
    influenza pandemic. In January 2007, we were awarded a
    five-year, cost-plus reimbursement contract by the Department of
    Health and Human Services, or DHHS, to fund our development of a
    dose-sparing patch for use with a pandemic flu vaccine. If the
    product is developed through licensure, the total cost
    reimbursed by DHHS, plus a fixed fee, is estimated to be
    $128 million. During the first 15 months of the
    contract, DHHS has allotted approximately $14.5 million for
    us to assess the safety and immunogenicity of the patch in two
    clinical trials and to develop plans on how we would produce
    150 million IS patches in a six-month period, as required
    under the contract. Once we demonstrate the safety and
    dose-sparing capability of our IS patch, we hope to sell up to
    150 million IS patches to the United States government for
    its stockpile of pandemic flu products.
    IS patch for elderly receiving flu
    vaccines.  We are developing our IS patch to
    improve the immune response of the elderly to existing
    injectable influenza vaccines. We have completed a number of
    studies in the United States and Europe, including a European
    Phase 2 clinical trial that demonstrated the
    proof-of-concept
    with a previous patch formulation. In February 2007, we
    commenced a Phase 1 safety study in Australia with our
    current dry patch formulation, and we plan to commence a
    Phase 2 study in the United States in the second half of
    2007 to confirm the results observed in our prior European
    Phase 2 study. Approximately 36,000 individuals aged 65 and
    over die from influenza, influenza-related pneumonia and related
    respiratory complications in the United States each year, making
    influenza one of the leading causes of death among the elderly.
    According to the United States Centers for Disease Control and
    Prevention, or CDC, over 65% of the elderly population in the
    United States receive influenza vaccination, and public health
    officials have stated the goal of achieving 90% vaccination
    rates by 2010.
    Needle-free flu vaccine patch.  We are
    developing a needle-free flu vaccine patch that combines flu
    antigens with an adjuvant in a single patch. During the fall of
    2006, we initiated a large, multi-center Phase 1 trial for
    our needle-free flu vaccine patch. This study is designed to
    test the safety and immunogenicity of our needle-free flu
    vaccine in comparison with the traditional injected vaccine.
    Vaccinations were completed during the first quarter of 2007,
    and we expect interim data from this trial to be available by
    the middle of 1




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2007. We expect this data to guide us in our design for a
    Phase 2 program that could potentially support licensure of
    a self-administered, needle-free flu vaccine patch. As we do not
    manufacture commercial flu antigens, we are also actively
    seeking to collaborate with suppliers of commercial flu antigens
    in order to advance further development of this program. Each
    flu season, approximately 15 million to 60 million
    people in the United States become ill with influenza. This
    infection rate results in approximately 36,000 deaths and
    approximately 200,000 hospitalizations in the United States
    annually. Approximately 80 million people in the United
    States are vaccinated against the flu annually.  
    Needle-free pandemic flu vaccine patch.  We are
    in preclinical development of a needle-free pandemic flu vaccine
    patch that combines pandemic flu antigen with an adjuvant in a
    single patch. This vaccine patch could solve a great many issues
    regarding mass vaccination in the event of an outbreak of
    pandemic flu. Specifically, we believe that based on data from
    our other programs, it might be possible to develop a
    needle-free pandemic flu vaccine that (1) is stable at room
    temperature, which could eliminate the need for refrigeration
    and allow for distribution through the mail, and (2) can be
    self-applied without the assistance of a healthcare worker.
    Researchers at the CDC have estimated that the possible effects
    of the next influenza pandemic in the United States would result
    in 89,000 to 207,000 deaths; 314,000 to 734,000
    hospitalizations; 18 to 42 million outpatient visits; and
    20 to 47 million additional illnesses, and the estimated
    economic impact would be US$71.3 to $166.5 billion,
    excluding disruptions to commerce and society. Leveraging our
    expertise from the needle-free seasonal flu vaccine, we are
    currently conducting preclinical testing of various needle-free
    pandemic flu formulations.
    Needle-free travelers diarrhea vaccine
    patch.  We are also developing a needle-free
    travelers diarrhea vaccine patch. We have completed a
    double-blind, placebo-controlled challenge trial in the United
    States, the results of which demonstrated the product
    candidates ability to induce a strong immune response that
    diminished the severity and delayed the onset of the most common
    form of travelers diarrhea. During 2006, we completed a
    number of Phase 1 and 2 studies to further advance the
    program. These trials demonstrated, among other things, that our
    current dry patch formulation achieved high immune responses in
    those vaccinated and outperformed our earlier liquid-based patch
    and that our travelers diarrhea vaccine patch can be
    self-applied by individuals, not just by healthcare providers.
    We also have gathered data that shows that research-grade dry
    patches are stable for at least 12 months at room
    temperature. All this data could have important implications for
    our other programs and could form the basis for our development
    of vaccine patches that could be stockpiled, mailed and
    self-applied. We are currently completing a Phase 2
    dose-ranging study, as well as a Phase 2 field study
    designed to evaluate the logistics around how to best conduct a
    larger pivotal field study. We expect data from these two trials
    to be available during the second and third quarters of 2007.
    Based on these data, we will select a dose and study the final
    formulation in a Phase 2 trial designed to confirm safety
    and immunogenicity of the final patch configuration. That trial
    is expected to commence in the fourth quarter of 2007. If we
    successfully complete these Phase 2 trials in a timely
    fashion, we expect to begin our Phase 3 clinical trials in
    late 2008. Travelers diarrhea usually is contracted by the
    ingestion of food or water contaminated with Enterotoxigenic
    E. colibacteria (ETEC). The CDC estimates that 20% to
    50% of international travelers contract travelers
    diarrhea. Currently, in the United States there are no approved
    vaccines against travelers diarrhea caused by ETEC.     2




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OUR
    STRATEGY    
    Develop our IS patch for pandemic flu
    applications.  Under the DHHS contract, we plan to
    perform preclinical and clinical testing of the patch and to
    develop a plan to bring the IS patch to licensure for
    dose-sparing of pandemic flu vaccines. Once we demonstrate the
    safety and dose-sparing capability of our IS patch, we hope to
    sell up to 150 million IS patches to the United States
    government for its stockpile of pandemic flu products.
    Commercialize our IS patch for elderly receiving flu
    vaccines.  We intend to advance our IS patch for
    elderly receiving flu vaccines into and through Phase 3
    clinical trials ourselves, and then into commercialization,
    possibly with a partner. To date, we have retained all of our
    rights to this product candidate, and we believe this will
    enable us to obtain advantageous terms in any potential
    collaboration.
    Seek a strategic collaboration for the development, marketing
    and commercialization of our needle-free flu vaccine
    patch.  As we do not intend to manufacture the flu
    antigens for our needle-free flu vaccine patch, we are actively
    exploring collaborations with large pharmaceutical companies in
    the United States and Europe that would provide the flu antigens
    (including pandemic flu antigens) and financial resources to
    develop and, if approved, commercialize our needle-free flu
    vaccine patch. To date, we have retained all of our rights to
    this product, and we believe this will enable us to obtain
    advantageous terms in any potential collaboration.
    Commercialize our needle-free travelers diarrhea
    vaccine patch.  We intend to advance our
    needle-free travelers diarrhea vaccine patch into and
    through Phase 3 clinical trials ourselves, and then into
    commercialization, possibly with a partner. To date, we have
    retained all of our rights to this product candidate, and we
    believe this will enable us to obtain advantageous terms in any
    potential collaboration.
    Continue to develop and expand our manufacturing capabilities
    to retain manufacturing rights.  We intend to
    retain manufacturing rights for our adjuvant and patch
    technologies. To the extent practicable, we intend to continue
    to develop and expand our manufacturing capabilities to meet our
    expected demands. We are manufacturing all of our patches for
    our clinical trials in our pilot manufacturing facility, and we
    believe we currently have the capacity to produce anticipated
    needs through initial commercialization of our first product.
    Leverage our broad technology platform to develop additional
    product candidates.  As our TCI technology has the
    potential to be useful with many different types of vaccines,
    other companies developing vaccines represent possible partners
    with which to develop new products. We intend to continue to
    evaluate and develop additional product candidates to expand our
    pipeline where we perceive a significant unmet medical need and
    commercial potential. MARKET
    OVERVIEW  The
    immune system and vaccines
     3




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Our
    initial target markets
  Influenza
    Pandemic influenza
       4




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Seasonal influenza
    Influenza in the elderly
    Travelers
    diarrhea
    E coli
 5




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over-the-counter
   THE TCI
    SOLUTION     6




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
    Following pretreatment that involves a mild abrasion of the skin
    at the application point to disrupt the outer dead layer of
    skin, known as the stratum corneum, a patch containing an
    adjuvant and one or more antigens from the target pathogen (the
    three antigens associated with the flu vaccine each year, for
    example) is applied.
    After permeating the disrupted stratum corneum, the adjuvant and
    antigens reach and activate the underlying Langerhans cells.
    The Langerhans cells take up the adjuvant and antigens and
    migrate through the skin and the lymphatic system to the nearest
    lymph node, where they stimulate a systemic immune response.    
    Increased efficacy with reduced risk of side
    effects.  Because the adjuvant and antigens
    delivered by our needle-free vaccine patch cannot penetrate
    further than the outer layers of the skin, neither the adjuvant
    nor the antigens circulate systemically as they would if
    delivered through injection. Preventing a systemic distribution
    of adjuvants and antigens reduces the risk of side effects. As a
    result, our needle-free vaccine patch permits the use of more
    potent adjuvants relative to other systemic means of delivery
    (such as injection, intranasal and oral delivery), which
    increases the overall level of immune response. We and our
    collaborators have conducted over 30 trials, including three
    double-blind, placebo-controlled trials, with over 3,500
    volunteers receiving the LT, and no vaccine-related serious
    adverse events from applying this adjuvant to the skin were
    observed.
    Stable at ambient temperatures.  Most vaccines
    must be stored in refrigerated environments. We believe our
    vaccines will be stable at room temperature, making both
    transport and storage without refrigeration simple and
    inexpensive. We now have data that demonstrates research-grade
    patches for our needle-free travelers diarrhea and flu
    vaccine programs are stable at room temperature for at least
    12 months.
    Self-application:  All but a handful of
    vaccines must be administered by a healthcare worker. We believe
    that our patch system has the potential to be self-administered,
    thereby expanding the market opportunities for existing vaccines
    and solving many of the logistical issues associated with
    governmental mass vaccination programs as part of biodefense and
    pandemic flu preparedness. In 2006, we demonstrated in a
    Phase 1 needle-free travelers diarrhea trial that
    there was no difference in immune response between
    self-application and a patch administered by a healthcare worker.
    Increased compliance.  We believe needle-free
    administration has the potential to increase acceptance by
    patients who dislike the use of needles and desire a more
    convenient and less painful means of vaccination. 7




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
    Safer administration and disposal.  Needle-free
    administration eliminates the risk to the health care provider
    of inadvertent needle sticks and avoids the need to dispose of
    contaminated needles.
    Reduced dosages.  By targeting the skin and
    eliciting a stronger immune response, we believe the amount of
    antigen required for immunization may be reduced.   PRODUCTS
    IN DEVELOPMENT      Product Candidates

Clinical Status in 2007InfluenzaIS patch for pandemic flu
    (under DHHS contract)

Phase 1IS patch for elderly receiving flu
    vaccines

Phase 2Needle-free flu vaccine patch

Phase 1Needle-free pandemic flu vaccine
    patch

PreclinicalTravelers
    DiarrheaNeedle-free travelers
    diarrhea vaccine patch

Phase 2     IS
    patch for pandemic flu
  and/or
 8




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9




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IS
    patch for elderly receiving flu vaccines
      Enhanced
    Immune Responses In Elderly After IS Patch Application
  
    time-of-patch-wear.
 10




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Needle-free
    flu vaccine patch
          Needle-free
    pandemic flu vaccine patch
    Needle-free
    travelers diarrhea vaccine patch
    proof-of-principle
 11




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Antibody
    Response to Toxin After Vaccination
  
     12




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Additional
    indications
   INTELLECTUAL
    PROPERTY AND PROPRIETARY TECHNOLOGY     13




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
    4 issued US patents;
    13 US non-provisional patent applications;
    23 issued foreign patents;
    27 foreign patent applications that are in various national
    stages of prosecution; and
    1 foreign patent applications not at the national stage.        
    net sales of licensed products by us and by our
    affiliates; and
    revenues received by us from the licensed TCI technology and by
    our affiliates under any sublicenses of the licensed TCI
    technology.    
    a minimum annual payment of $15,000 as a non-recoverable advance
    against royalty and milestone payments;
    milestone payments upon the achievement of specified regulatory
    approval based milestones, which may total up to $1,560,000 in
    the aggregate if we secure regulatory approval for six or more
    products; and
    all costs and expenses relating to prosecution of patent
    protection for the licensed TCI technology.      
    such sublicenses are necessary to fulfill public health and
    safety needs that we are not reasonably addressing;
    such sublicenses are necessary to meet requirements for public
    use specified by applicable United States government regulations
    with which we are not reasonably in compliance; or
    we are not manufacturing our products substantially in the
    United States. 14




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
    do not expend reasonable efforts and resources to carry out the
    development and marketing of the licensed TCI technology and do
    not manufacture, use or operate products that use the TCI
    technology by April 2008 (subject to extension based upon a
    showing of reasonable diligence in developing the technology);
    do not continue to make our TCI-based products available to the
    public on commercially reasonable terms after we have developed
    such products;
    misuse the licensed TCI technology or permit any of our
    affiliates or
    sub-licensees
    to do so;
    fail to pay royalties or meet our other payment or reporting
    obligations under the license;
    become bankrupt; or
    otherwise materially breach our obligations under the license.          
    royalties equal to a percentage of net sales of products
    incorporating LT produced under the license;
    milestone payments based upon regulatory approval of products
    incorporating LT produced under the license, which may total up
    to $500,000 for each approved product; and
    time-based fees for any continuing technical assistance we may
    request at DowPharmas prevailing hourly rate, with fees
    for the first 500 hours of technical assistance due only
    upon the date the first milestone payment, if any, is due.       15




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paid-up
  
    at any time during the term of the license agreement, reasonably
    agree with Dow that there are material health and safety risks
    associated with products produced under the license which create
    a material risk of liability to DowPharma;
    fail to meet our payment obligations under the license;
    become bankrupt; or
    otherwise materially breach our obligations under the license.         MANUFACTURING
    AND COMMERCIAL SUPPLY     16




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COMPETITION      over-the-counter
   17




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
    safety and efficacy profile;
    product price;
    ease of application;
    length of time to receive regulatory approval;
    product supply;
    enforceability of patent and other proprietary rights; and
    marketing and sales capability.   GOVERNMENT
    REGULATION      
    preclinical laboratory tests and animal tests;
    the submission to the FDA of an investigational new drug
    application, or IND, for human clinical testing, which must
    become effective before human clinical trials may begin;
    adequate and well-controlled human clinical trials to establish
    the safety and efficacy of the product for its specific intended
    use(s);
    the submission to the FDA of a BLA;
    satisfactory completion of an FDA inspection of the
    manufacturing facility or facilities at which the product is
    made to assess compliance with current good manufacturing
    practices, or cGMP; and
    FDA review and approval of the BLA. 18




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
    evaluate preliminarily the efficacy of the drug for specific,
    targeted conditions;
    determine dosage tolerance and appropriate dosage; and
    identify possible adverse effects and safety risks.    and/or
     19




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SALES AND
    MARKETING   EMPLOYEES   CORPORATE
    INFORMATION  (301) 556-4500.
 AVAILABILITY
    OF PERIODIC SEC REPORTS  www.iomai.com. Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
 20




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Item 1A.
    Risk
    Factors  Cautionary Statement Regarding Forward-Looking
    Statements
  Risks
    Relating to Our Business
  We are
    a biopharmaceutical company with a limited operating history and
    have generated no revenue from product sales. As a development
    stage company, we face many risks inherent in our business. If
    we do not overcome these risks, our business will not
    succeed.
    
    obtain sufficient capital to support our efforts to develop our
    technology and commercialize our product candidates;
    complete and continue to enhance the product characteristics and
    development of our product candidates; and
    attempt to transition from a development stage company to a
    company capable of supporting commercial activities.  We
    have a history of operating losses and may never be
    profitable.
       21




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We
    will need additional funding, and we cannot guarantee that we
    will find adequate sources of capital in the
    future.
    
    the number, size and complexity of our clinical trials;
    our progress in developing our product candidates;
    the timing of and costs involved in obtaining regulatory
    approvals;
    costs of manufacturing our product candidates;
    costs to maintain, expand and protect our intellectual property
    portfolio; and
    costs to develop our sales and marketing capability.      The
    success of some programs, such as our needle-free flu vaccine
    patch, may depend on licensing biologics from, and entering into
    collaboration arrangements with, third parties. We cannot be
    certain that our licensing or collaboration efforts will succeed
    or that we will realize any revenue from them.
     22




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
    may lose our rights to develop and market our product candidates;
    may lose patent
    and/or trade
    secret protection for our product candidates;
    may experience significant delays in the development or
    commercialization of our product candidates;
    may not be able to obtain any other licenses on acceptable
    terms, if at all; and
    may incur liability for damages.    Our IS
    patch for pandemic flu program relies on government health
    organizations for funding clinical development and for
    ultimately procuring the product, if approved.
     23




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U.S. government
    agencies have special contracting requirements, which create
    additional risks.
      
    suspend or prevent us for a set period of time from receiving
    new contracts or extending existing contracts based on
    violations or suspected violations of laws or regulations;
    terminate our existing contracts;
    reduce the scope and value of our existing contracts;
    audit and object to our contract-related costs and fees,
    including allocated indirect costs;
    control and potentially prohibit the export of our products; and
    change certain terms and conditions in our contracts.     24




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Our
    technology is unproven and presents challenges for our product
    development efforts.
    
    research could demonstrate that the scientific basis of our
    technology is incorrect or less sound than we had believed;
    unexpected research results could reveal side effects or other
    unsatisfactory conditions that either will add cost to
    development of our product candidates or jeopardize our ability
    to complete the necessary clinical trials; and
    time and effort required to solve technical problems could
    sufficiently delay the development of product candidates such
    that any competitive advantage that we may enjoy is lost.      As
    part of our product development efforts, we may make significant
    changes to our product candidates. These changes may not yield
    the benefits that we expect.
   25




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We may
    not be able to manufacture our product candidates in commercial
    quantities, which would prevent us from initiating Phase 3
    trials and commercializing our product candidates.
    scale-up
  We
    rely on third parties to conduct our clinical trials, and those
    third-parties may not perform satisfactorily, including failing
    to meet established deadlines for the completion of such
    trials.
    We may
    be required to conduct clinical trials of our IS patch with flu
    vaccines developed by different manufacturers, which may lead to
    added cost and delay in approval and commercialization of our IS
    patch.
    The
    skin preparation systems used in connection with our product
    candidates may make our products less attractive to
    consumers.
   26




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None
    of our product candidates has been approved for commercial sale,
    and we may never receive such approval.
            If
    physicians and patients do not accept our products, we may be
    unable to generate significant revenue.
   27




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E. coli
  Our
    license to use TCI technology from The Walter Reed Army
    Institute of Research, or WRAIR, is critical to our success.
    Under some circumstances, WRAIR may modify or terminate our
    license or sublicense the TCI technology to third parties which
    could adversely affect our business.
    
    do not expend reasonable efforts and resources to carry out the
    development and marketing of the licensed TCI technology and do
    not manufacture, use, or operate products that use the TCI
    technology by April 2008 (subject to extension based upon a
    showing of reasonable diligence in developing the technology);
    do not continue to make our TCI-based products available to the
    public on commercially reasonable terms after we have developed
    such products;
    misuse the licensed TCI technology or permit any of our
    affiliates or
    sub-licensees
    to do so;
    fail to pay royalties or meet our other payment or reporting
    obligations under the license;
    become bankrupt; or
    otherwise materially breach our obligations under the license.      
    such sublicenses are necessary to fulfill public health and
    safety needs that we are not reasonably addressing;
    such sublicenses are necessary to meet requirements for public
    use specified by applicable United States government regulations
    with which we are not reasonably in compliance; or
    we are not manufacturing our products substantially in the
    United States.   28




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sub-licensees
  If we
    are unable to protect our intellectual property, we may not be
    able to operate our business profitably.
       29




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If we
    are unable to protect the confidentiality of our proprietary
    information and know-how, the value of our technology and
    products could be adversely affected.
    If the
    use of our technology conflicts with the intellectual property
    rights of third parties, we may incur substantial liabilities,
    and we may be unable to commercialize products based on this
    technology in a profitable manner, if at all.
    
    we may become involved in time-consuming and expensive
    litigation, even if the claim is without merit;
    we may become liable for substantial damages for past
    infringement if a court decides that our technology infringes
    upon a competitors patent;
    a court may prohibit us from selling or licensing our product
    without a license from the patent holder, which may not be
    available on commercially acceptable terms, if at all, or which
    may require us to pay substantial royalties or grant cross
    licenses to our patents; and
    we may have to redesign our product so that it does not infringe
    upon others patent rights, which may not be possible or
    could be very expensive and time-consuming.    We may
    be involved in lawsuits to protect or enforce our patents or the
    patents of our collaborators or licensors, which could be
    expensive and time consuming.
       30




---



##### 



We
    depend on our key personnel, the loss of whom would adversely
    affect our operations. If we fail to attract and retain the
    talent required for our business, our business will be
    materially harmed.
    Our
    competitors may have superior products, manufacturing capability
    or marketing expertise.
    
    develop products or product candidates earlier than we do;
    form collaborations before we do, or preclude us from forming
    collaborations with others;
    obtain approvals from the FDA or other regulatory agencies for
    such products more rapidly than we do;
    develop and validate manufacturing processes more rapidly than
    we do;
    obtain patent protection or other intellectual property rights
    that would limit our ability to use our technologies or develop
    our product candidates;
    develop products that are safer or more effective than those we
    develop or propose to develop; or
    implement more effective approaches to sales and marketing.     31




---



##### 



over-the-counter,
    Our
    ability to generate revenues will be diminished if we fail to
    obtain acceptable prices or an adequate level of reimbursement
    for our products.
  out-of-pocket.
    
    government and health administration authorities;
    private health insurers; and
    other third party payors.   32




---



##### 



We
    have no experience in sales, marketing and distribution and will
    depend on the sales and marketing efforts of third
    parties.
    Our
    business exposes us to potential product liability
    claims.
      We
    deal with hazardous materials that may cause injury to others
    and are regulated by environmental laws that may impose
    significant costs and restrictions on our
    business.
  E. coli
 33




---



##### 



Until
    recently, we have operated as a private company and as a result,
    we have limited experience attempting to comply with public
    company obligations. Attempting to comply with these
    requirements will increase our costs and require additional
    management resources, and we still may fail to
    comply.
      If we
    fail to maintain an effective system of internal control over
    financial reporting, we may not be able to accurately report our
    financial results or prevent fraud. As a result, stockholders
    could lose confidence in our financial and other public
    reporting, which would harm our business and the trading price
    of our common stock.
    Investment
    Risks
  We
    expect that our stock price will fluctuate significantly, which
    may adversely affect holders of our stock and our ability to
    raise capital.
    
    the timing and the results from our clinical trial programs;
    FDA or international regulatory actions;
    failure of any of our product candidates, if approved, to
    achieve commercial success;
    announcements of clinical trial results or new product
    introductions by our competitors;
    market conditions in the pharmaceutical, biopharmaceutical and
    biotechnology sectors;
    developments concerning intellectual property rights;
    litigation or public concern about the safety of our potential
    products; 34




---



##### 




    actual and anticipated fluctuations in our quarterly operating
    results;
    deviations in our operating results from the estimates of
    securities analysts;
    additions or departures of key personnel;
    third party reimbursement policies; and
    developments concerning current or future strategic alliances.    If the
    price and volume of our common stock experience extreme
    fluctuations, then we could face costly
    litigation.
    Our
    directors and management exercise significant control over our
    company.
    We may
    not achieve our projected development goals in the time frames
    we announce and expect.
    Provisions
    of Delaware law or our charter documents could delay or prevent
    an acquisition of our company, even if the acquisition would be
    beneficial to our stockholders, and could make it more difficult
    for you to change management.
      
    a staggered board of directors;
    a prohibition on stockholder action through written consent; 35




---



##### 




    a requirement that special meetings of stockholders be called
    only by the chairman of the board of directors, the chief
    executive officer, or the board of directors pursuant to a
    resolution adopted by a majority of the total number of
    authorized directors;
    advance notice requirements for stockholder proposals and
    nominations; and
    the authority of the board of directors to issue preferred stock
    with such terms as it may determine.    Because
    we do not expect to pay dividends in the foreseeable future, you
    must rely on stock appreciation for any return on your
    investment.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Registrant
    Name

Age

Position(s)Stanley C. Erck


58


President, Chief Executive
    Officer, Treasurer and DirectorGregory M. Glenn, M.D.


52


Senior Vice President and Chief
    Scientific OfficerRussell P. Wilson


47


Senior Vice President, Chief
    Financial Officer, General Counsel and Secretary   Stanley C. Erck.
 36




---



##### 



Gregory M. Glenn, M.D.
  Russell P. Wilson.
 PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities      High


Low2006First Quarter (beginning
    February 1, 2006)

$
7.34


$
5.22Second Quarter


6.00



3.91Third Quarter


4.81



2.61Fourth Quarter


6.40



4.60      37




---



##### 



Securities
    Authorized For Issuance Under Equity Compensation
    Plans
    Number of SecuritiesNumber of Securities





Remaining Available forto Be Issued


Weighted-average


Future Issuance UnderUpon Exercise of


Exercise Price of


Equity Compensation PlanOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights(1)


Warrants and Rights


Reflected in Column(a))(2)Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


2,918,805


$
2.93



182,648Equity compensation plans not
    approved by security holders










Total


2,918,805







182,648     (1)
    
    Includes (i) outstanding options to purchase
    50,380 shares of common stock under the 1998 Plan, of which
    50,380 have been vested; and (ii) outstanding awards to
    purchase 1,808,664 shares of common stock under the 1999
    Plan, of which 1,137,396 have been vested; and
    (iii) outstanding awards to purchase 1,059,761 shares
    of common stock under the 2005 Plan, of which 7,775 have been
    vested. Options granted under the 1999 Plan to purchase
    52,199 shares of common stock were exercised prior to
    December 31, 2006.(2)
    
    Includes (i) up to 26,543 shares of common stock that
    may be issued under the 1998 Plan; (ii) up to
    156,105 shares of common stock that may be issued under the
    1999 Plan; and (iii) no shares of common stock that may be
    issued under the 2005 Plan. Does not include up to
    80,000 shares that may be issued under the 2006 Employee
    Stock Purchase Plan which became effective upon our initial
    public offering. 38




---



##### 



Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN OF IOMAI CORPORATION
    NASDAQ STOCK MARKET (U.S. COMPANIES) INDEX AND
    AND NASDAQ PHARMACEUTICAL STOCKS INDEX
  
 39




---



##### 



Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 31,Statement of Operations
    Data:

2002


2003


2004


2005


2006(In thousands, except share and per share data)Revenues:License, option agreements and
    grants

$
995


$
1,601


$
2,345


$
2,371


$
1,475Total revenues


995



1,601



2,345



2,371



1,475Cost and expenses:Research and development


7,354



13,332



14,349



16,529



28,041General and administrative


2,411



3,348



3,206



3,780



5,857Purchased in-process research and
    development


2,517Reimbursed by related party


(426
)Total costs and expenses


11,856



16,680



17,555



20,309



33,898Loss from operations


(10,861
)


(15,079
)


(15,210
)


(17,938
)


(32,423
)Other (expense)
    income:Gain on discharge of convertible
    notes payable


11,219Interest income


57



953



620



392



1,006Interest expense


(2,120
)


(128
)


(265
)


(467
)


(377
)Other expense, net


(75
)


(448
)


(225
)


(17
)


(8
)Total other (expense) income, net


9,081



377



130



(92
)


621Cumulative effect of change in
    accounting principle


















17Net loss


(1,780
)


(14,702
)


(15,080
)


(18,030
)


(31,785
)Dividends on and accretion of
    convertible preferred stock


(380
)


(5,466
)


(5,525
)


(5,562
)


(471
)Carrying value of preferred stock
    in excess of fair value transferred


11,092Net income (loss) available to
    common stockholders

$
8,932


$
(20,168
)

$
(20,605
)

$
(23,592
)

$
(32,256
)Net income (loss) per share of
    common stock  basic and diluted

$
11.79


$
(26.43
)

$
(26.90
)

$
(30.14
)

$
(2.03
)Weighted average shares of common
    stock outstanding  basic and diluted


757,402



763,075



765,945



782,715



15,915,797   40




---



##### 



As of December 31,Balance Sheet Data:

2002


2003


2004


2005


2006(In thousands)Cash, cash equivalents and
    marketable securities

$
49,493


$
38,213


$
22,397


$
5,190


$
15,336Working capital


47,263



34,945



18,878



270



10,401Total assets(1)


51,398



41,511



28,942



11,861



23,085Debt and capital lease obligations


706



2,966



5,273



4,239



4,759Redeemable convertible preferred
    stock and Series C warrant


52,435



59,555



65,357



70,386



Common stock subject to put right


1,958



1,958



1,958



1,959



Total stockholders equity
    (deficit)


(6,533
)


(26,038
)


(45,993
)


(68,458
)


14,035     (1)
    
    As of December 31, 2006, we had net operating loss (NOL)
    and research and development credit carryforwards of
    approximately $83.7 million. Tax benefits may arise from
    these carryforwards in the future in the event that we realize
    U.S. taxable income. Potential tax benefits arising from
    these carryforwards are not reflected in our total assets.
    Despite the NOL carryforward, we may have an income tax
    liability in future years due to the application of the
    alternative minimum tax rules. The NOL may also be limited in
    its ability to offset future losses in the event that there is a
    change in the stock ownership as defined by federal tax
    regulations.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion of our financial condition and
    results of operations should be read in conjunction with our
    financial statements and the notes to those financial statements
    appearing elsewhere in this annual report on
    Form 10-K.
    This discussion contains forward-looking statements, which are
    identified under our Cautionary Statement Regarding
    Forward-Looking Statements at the beginning of this
    report, that involve significant risks and uncertainties. As a
    result of many factors, such as those set forth under Risk
    Factors in Item 1A and elsewhere in this annual
    report on
    Form 10-K,
    our actual results may differ materially from those anticipated
    in these forward-looking statements.
  OVERVIEW
  E. coli
     41




---



##### 



Management
    Review of 2006
    
    On February 6, 2006, we closed our initial public offering,
    in which we sold 5,000,000 shares of common stock at a
    public offering price of $7.00 per share. Net proceeds,
    before expenses, were $32,853,574. Our total expenses for the
    initial public offering were $1.9 million, so our total net
    proceeds, after expenses, were $30.9 million.
    In February 2006, the National Institutes of Health, or NIH,
    awarded us the remaining $1.4 million available under the
    last year of a two-year grant to fund up to $2.9 million
    for further development of our IS technology for pandemic flu
    applications. We completed work under this grant in the second
    quarter of 2006.
    In May 2006, we submitted to the Department of Health and Human
    Services, or DHHS, a response to the governments request
    for proposal (RFP) for further development of our IS patch for
    pandemic influenza vaccines. This patch is designed to enhance
    the immune response to any manufactured pandemic influenza
    vaccine, an advantage that may allow the public health service
    to employ a universal dose-sparing strategy to extend the supply
    of vaccine. In January 2007, DHHS awarded us a five-year,
    cost-plus reimbursement contract to fund our development of a
    dose-sparing patch for use with a pandemic flu vaccine. If the
    product is developed through licensure, the total cost
    reimbursed by DHHS, plus a fixed fee, is estimated to be
    $128 million. During the first 15 months of the
    contract, DHHS has allotted approximately $14.5 million for
    us to assess the safety and immunogenicity of the patch in two
    clinical trials and to develop plans on how we would produce
    150 million IS patches in a six-month period, as required
    under the contract. Once we demonstrate the safety and
    dose-sparing capability of our IS patch, we hope to sell up to
    150 million IS patches to the United States government for
    its stockpile of pandemic flu products.
    During 2006, we completed a number of Phase 1 and 2 studies
    to further advance our dry vaccine patch for travelers
    diarrhea. These trials demonstrated, among other things, that
    our current dry patch formulation achieved high immune responses
    in those vaccinated and outperformed our earlier liquid-based
    patch and that our travelers diarrhea vaccine patch can be
    self-applied by individuals, not just by healthcare providers.
    We also have gathered data that shows that the dry patch is
    stable for more than 12 months at room temperature. All of
    this data could also have important implications not only for
    our travelers diarrhea program, but for our other
    programs, particularly our influenza programs, and could form
    the basis for our development of vaccine patches that could be
    stockpiled, mailed and self-applied  all important
    considerations in the event of a pandemic influenza outbreak. We
    also initiated during 2006 a Phase 2 dose-ranging study for
    our travelers diarrhea vaccine patch, as well as a
    Phase 2 field study designed to evaluate the logistics
    around how to best conduct a larger pivotal field study for our
    travelers diarrhea program. We expect data from these two
    trials to be available during the second quarter of 2007. Based
    on these data, we will design an additional Phase 2 trial
    to determine the final dry patch formulation, and that trial is
    expected to commence in the fourth quarter of 2007.
    During the fall of 2006, we initiated a large, multi-center
    Phase 1 trial for our needle-free flu vaccine patch. This
    study is designed to test the safety and immunogenicity of our
    needle-free flu vaccine in comparison with the traditional
    injected vaccine. Vaccinations were completed during the first
    quarter of 2007, and we expect interim data from this trial to
    be available by the middle of 2007. We expect this data to guide
    us in our design for a Phase 2 program that could
    potentially support licensure of a self-administered,
    needle-free flu vaccine patch. As we do not manufacture
    commercial flu antigens, we are also actively seeking to
    collaborate with suppliers of commercial flu antigens in order
    to advance further development of this program. 42




---



##### 




    In May 2006, we negotiated an extension of our credit facility
    to finance up to $2 million of additional capital
    expenditures for our pilot manufacturing plant, as well as for
    our research and development laboratories. We drew down the
    entire $2 million during 2006.
    By the end of third quarter of 2007, we will occupy the entire
    facility which houses our principal laboratories, pilot
    manufacturing facility and corporate offices in approximately
    53,500 square feet. In July 2006, we amended our lease for
    the facility to add approximately 12,000 square feet, and
    in January 2007, we signed another amendment to lease the
    remaining approximately 7,000 square feet in the building
    over the course of first nine months of 2007.
    Over the past six months, we have raised approximately
    $40.2 million in net proceeds through two separate private
    placements. In October 2006, we raised approximately
    $9.9 million in net proceeds when we sold
    2,283,106 shares of our common stock at a price of
    $4.38 per share in a private placement to existing
    stockholders, Essex Woodlands Health Ventures and New Enterprise
    Associates (NEA). Then in early March 2007, we raised
    $30.3 million in net proceeds when we sold
    6,291,828 units, each unit consisting of one share of our
    common stock and two warrants to purchase, in total, 0.7
    additional shares of Common Stock, at a purchase price of
    $5.0675 per unit. The purchase price for the share
    component of each unit is $4.98 per share. Each warrant
    provides the right to acquire 0.35 shares of Common Stock
    at an exercise price of $5.25 per full share. One warrant
    is exercisable at any time until March 2, 2012, and the
    other warrant is exercisable at any time until the date four
    months after a registration statement for the resale of the
    shares and the common stock underlying the warrants is declared
    effective by the SEC.  HISTORICAL
    RESULTS OF OPERATIONS / LIQUIDITY & CAPITAL
    RESOURCES
  Revenues
    Research
    and development expenses
    
    salaries and related expenses for personnel;
    fees paid to consultants and clinical research organizations in
    conjunction with their monitoring our clinical trials and
    acquiring and evaluating data in conjunction with our clinical
    trials;
    consulting fees paid to third parties in connection with other
    aspects of our product development efforts;
    fees paid to research organizations in conjunction with
    preclinical animal studies;
    costs of materials used in research and development;
    depreciation of facilities and equipment used to develop our
    product candidates; and
    milestone payments, license fees, and royalty payments for
    technology licenses.   43




---



##### 



Years Ended December 31,


Cumulative SinceProduct Candidate

2006


2005


January 1, 2003(In thousands)IS patch for pandemic flu

$
2,593


$
2,409


$
5,006IS patch for elderly receiving flu
    vaccines


1,262



1,545



15,816Needle-free flu vaccine patch


5,889



4,895



13,093Needle-free travelers
    diarrhea vaccine patch


16,726



5,641



26,927Other programs


1,571



2,039



11,407TOTAL


28,041



16,529



72,249     General
    and administrative expense
    RESULTS
    OF OPERATIONS
  Comparison
    of the years ended December 31, 2006 and 2005
  Year Ended December 31,2006


2005


$ Change


% Change(In thousands, except percentages)Revenues

$
1,475


$
2,371


$
(896
)


(37.8
)%Costs & Expenses:Research & development


28,041



16,529



11,512



69.6
%General & administrative


5,857



3,780



2,077



54.9
%Total costs & expenses


33,898



20,309



13,589



66.9
%Other income (expense)


621



(92
)


713



775.0
%Cumulative effect of a change in
    accounting principle


17







17



Net loss

$
(31,785
)

$
(18,030
)

$
(13,755
)


76.3
%   Revenues.
  Research and Development Expenses.
 44




---



##### 



General and Administrative Expenses.
  Interest Income (Expense) and Other 
    Net.
  Net Loss.
  Comparison
    of the years ended December 31, 2005 and 2004
  Year Ended December 31,2005


2004


$ Change


% Change(In thousands, except percentages)Revenues

$
2,371


$
2,345


$
26



1.1
%Costs & Expenses:Research & development


16,529



14,349



2,180



15.2
%General & administrative


3,780



3,206



574



17.9
%Total costs & expenses


20,309



17,555



2,754



15.7
%Other (expense) income


(92
)


130



(222
)


(170.8
)%Net loss

$
(18,030
)

$
(15,080
)

$
(2,950
)


19.6
%   Revenues.
  Research and Development Expenses.
  General and Administrative Expenses.
  Interest Income (Expense) and Other 
    Net.
 45




---



##### 



Net Loss.
  Liquidity
    and capital resources
    available-for-sale.
  and/or
   46




---



##### 



Years Ended December 31,2006


2005


$ Change(In thousands)Net cash used in operating
    activities

$
(28,866
)

$
(14,304
)

$
(14,562
)Net cash (used in) provided by
    investing activities


(4,357
)


14,056



(18,413
)Net cash provided by (used in)
    financing activities


41,880



(1,504
)


43,384Net increase (decrease) in cash
    and cash equivalents


8,657



(1,752
)


10,409Cash and cash equivalents at end
    of period

$
13,847


$
5,190


$
8,657           Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Long-Term Debt(1)

$
5,772


$
1,964


$
2,410


$
935


$
463Capital Lease Obligations


1



1











Operating Lease Obligations(2)


7,921



1,074



2,433



2,532



1,882Total

$
13,694


$
3,039


$
4,843


$
3,467


$
2,345     (1)
    
    Includes interest payable in the period.(2)
    
    These amounts include payments for additional facility space
    leased under a lease amendment signed in January 2007. See
    discussion of amended lease terms below.     47




---



##### 




    the progress and costs of preclinical development and laboratory
    testing and clinical trials;
    the time and costs involved in obtaining regulatory approvals;
    delays that may be caused by evolving requirements of regulatory
    agencies;
    our ability to establish, enforce, and maintain collaborations
    required for product commercialization;
    the number of product candidates we pursue;
    the costs involved in filing and prosecuting patent applications
    and enforcing or defending patent claims;
    our plans to establish sales, marketing,
    and/or
    manufacturing capabilities;
    the acquisition of technologies, products, and other business
    opportunities that require financial commitments; and
    our revenues, if any, from successful development and
    commercialization of our products.    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Revenue Recognition.
  Research and Development Costs.
  Stock-Based Compensation. Accounting for Stock-Based Compensation
   48




---



##### 



No. 96-18, Accounting for Equity Instruments That are Issued to Other
    Than Employees for Acquiring, or in conjunction with, Selling,
    Goods and Services.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk        Item 8.
    Financial
    Statements and Supplementary Data  Page F-1.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 49




---



##### 



Changes
    in Internal Controls Over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Form 10-K
 PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Financial Statements
    Financial Statement Schedules
    Exhibits
    Exhibits
    EXHIBIT INDEX
  Exhibit No.

Description

Location3
.1.3

Third Amended and Restated
    Certificate of Incorporation


(1)3
.2.3

Third Amended and Restated By-laws


(2)4
.2

Grant of Put Option dated
    April 6, 2001 by Iomai Corporation to the Walter Reed Army
    Institute of Research as representative of the United States of
    America.


(1)4
.3

Option Agreement dated
    December 4, 2002 by and between Iomai Corporation and Elan
    Corporation, plc.


(1)4
.4

Stock Purchase Warrant dated
    December 4, 2002 issued by Iomai Corporation to Friedman
    Billings Ramsey & Co., Inc.


(1) 50




---



##### 



Exhibit No.

Description

Location4
.5.1

Investor Rights Agreement dated
    December 4, 2002 between Iomai Corporation and the
    individuals specified in Exhibit A thereto.


(1)4
.5.2

Amendment to the Investor Rights
    Agreement dated March 27, 2003 among Iomai Corporation and
    the Purchasers listed on the signature pages thereto.


(1)4
.5.3

Amendment to Investor Rights
    Agreement and Consent dated May 30, 2003 among Iomai
    Corporation and the Purchasers listed on the signature pages
    thereto.


(1)4
.5.4

Amendment to Investor Rights
    Agreement and Consent dated December 1, 2005 among Iomai
    Corporation and the purchasers listed on the signature pages
    thereto.


(1)4
.6

Registration Rights Agreement
    dated April 6, 2001 by and between Iomai Corporation and
    MdBio, Inc. as trustee for and on behalf of the Walter Reed Army
    Institute of Research, a representative of the United States of
    America.


(1)4
.7

Registration Rights Agreement
    dated March 30, 1999 by and between Iomai Corporation and
    Maryland Health Care Product Development Corporation.


(1)4
.8

Registration Rights Agreement
    dated July 18, 2000 by and between Iomai Corporation and
    Eiicha Ida.


(1)4
.9

Registration Rights Agreement
    dated July 18, 2000 by and between Iomai Corporation and
    Yuichi Suzuki.


(1)4
.10

Registration Rights Agreement
    dated July 18, 2000 by and between Iomai Corporation and
    Toshiro Osoegawa.


(1)4
.11

Registration Rights Agreement
    dated August 15, 2000 by and between Iomai Corporation and
    CZ Venture Operations, Inc.


(1)4
.12

Registration Rights Agreement
    dated January 4, 2001 by and between Iomai Corporation and
    Alexandria Real Estate Equities, L.P.


(1)4
.13

Form of common stock warrant dated
    March 2, 2007


(7)4
.14

Form of common stock warrant dated
    March 2, 2007


(7)9
.1

Voting Trust and Escrow Agreement
    dated April 6, 2001 between Iomai Corporation and MdBio,
    Inc., as trustee for and on behalf of Walter Reed Army Institute
    of Research, a representative of the United States of America.


(1)10
.1

Employment Agreement dated
    May 18, 2002 between Iomai Corporation and Stanley Erck, as
    amended on October 25, 2002.**


(1)10
.1.1

Amendment No. 2, dated
    December 1, 2005, to the Employment Agreement between Iomai
    Corporation and Stanley Erck.**


(1)10
.2

1998 Stock Option Plan, as amended
    January 16, 2002.**


(1)10
.3.1

1999 Stock Incentive Plan.


(1)10
.3.2

Form of Incentive Stock Option
    Agreement.**


(1)10
.3.3

Form of Nonqualified Stock Option
    Agreement.**


(1)10
.4

2005 Incentive Plan, as amended
    March 6, 2007.**


(8)10
.5

2006 Employee Stock Purchase
    Plan.**


(1)10
.6

Terms of Non-Employee Director
    Compensation.**


(1)10
.7

Amended and Restated License
    Agreement dated April 6, 2001 by and between Iomai
    Corporation and the Walter Reed Army Institute of Research as
    representative of the United States of America.+


(1)10
.8

Form of Subordinated Convertible
    Promissory Note issued by Iomai Corporation to the Walter Reed
    Army Institute of Research as representative of the United
    States of America.


(1) 51




---



##### 



Exhibit No.

Description

Location10
.9

Commercial License Agreement dated
    June 30, 2005 by and between Iomai Corporation and Dow
    Global Technologies Incorporated.+


(1)10
.10.1

Master Security Agreement dated
    September 26, 2003 by and between Iomai Corporation and
    Oxford Finance Corporation.


(1)10
.10.2

Form of Promissory Note issued by
    Iomai Corporation to Oxford Finance Corporation together with
    schedule identifying dates, principal amounts and interest rates
    of all outstanding promissory notes.


(1)10
.11.1

Lease Agreement dated
    December 18, 2000 by and between Iomai Corporation and
    ARE-20/22/1300
    Firstfield Quince Orchard, LLC.


(1)10
.11.2

First Amendment to Lease dated
    November 29, 2001 by and between Iomai Corporation and
    ARE-20/22/1300
    Firstfield Quince Orchard, LLC.


(1)10
.11.3

Second Amendment to Lease dated
    April 14, 2003 by and between Iomai Corporation and
    ARE-20/22/1300
    Firstfield Quince Orchard, LLC.


(1)10
.11.4

Third Amendment to Lease dated
    August 28, 2003 by and between Iomai Corporation and
    ARE-20/22/1300
    Firstfield Quince Orchard, LLC.


(1)10
.11.5

Fourth Amendment to Lease dated
    October 26, 2005 by and between Iomai Corporation and ARE
    20/22/1300
    Firstfield Quince Orchard, LLC.


(1)10
.11.6

Letter Agreement amending Fourth
    Amendment to Lease dated January 3, 2006 by and between
    Iomai Corporation and ARE
    20/22/1300
    Firstfield Quince Orchard, LLC.


(3)10
.11.7

Sublease Agreement dated
    February 28, 2006 by and between Geomet Technologies, LLC
    and Iomai Corporation.


(3)10
.11.8

Fifth Amendment to Lease dated
    July 25, 2006 by and between Iomai Corporation and ARE
    20/22/1300
    Firstfield Quince Orchard, LLC.


(4)10
.11.9

Sixth Amendment to Lease dated
    January 26, 2007 by and between Iomai Corporation and ARE
    20/22/1300
    Firstfield Quince Orchard, LLC.


(6)10
.12

Form of Change in Control
    Agreement, between Iomai Corporation and certain officers.**


(1)10
.13

Securities Purchase Agreement
    dated October 23, 2006 by and among Iomai Corporation and
    the Purchasers thereto.


(5)10
.14

Securities Purchase Agreement
    dated March 2, 2007 by and among Iomai Corporation and
    Investors thereto.


(7)23
.1

Consent of Independent Registered
    Public Accounting Firm.31
.1

Certification of Chief Executive
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2

Certification of Chief Financial
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.     **
    
    Indicates a management contract or compensatory plan.+
    
    Confidential Treatment Requested Under 17 C.F.R.
    §§ 200.80(b)(4) and 230.406. The confidential
    portions of this exhibit have been omitted and are marked by an
    asterisk.(1)
    
    Previously filed as an exhibit to the Companys
    Form S-1/A
    (File No.
    333-128765)
    and incorporated herein by reference thereto.(2)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed March 24, 2006 and incorporated herein by reference
    thereto. 52




---



##### 



(3)
    
    Previously filed as an exhibit to the Companys Annual
    Report on Form
    10-K filed
    March 24, 2006 and incorporated herein by reference thereto.(4)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed July 7, 2006 and incorporated herein by reference
    thereto.(5)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed October 24, 2006 and incorporated herein by reference
    thereto.(6)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed January 30, 2007 and incorporated herein by reference
    thereto.(7)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed March 2, 2007 and incorporated herein by reference
    thereto.(8)
    
    Previously filed as an exhibit to the Companys
    Form 8-K
    filed March 7, 2007 and incorporated herein by reference
    thereto. 53




---



##### 



SIGNATURES
      By:
    /s/  Stanley
    C. Erck   President, Chief Executive Officer, 
    Treasurer and Director
      Signature

Title/s/  Stanley
    C. ErckStanley
    C. Erck

Chief Executive Officer,
    President, 
    Treasurer and Director 
    (Principal Executive Officer)/s/  Russell
    P. WilsonRussell
    P. Wilson

Senior Vice President, Chief
    Financial Officer, 
    General Counsel and Secretary 
    (Principal Financial and Accounting Officer)/s/  M.
    James
    BarrettM.
    James Barrett, Ph.D.

Chairman of the Board of Directors/s/  R.
    Gordon
    DouglasR.
    Gordon Douglas, M.D.

Director/s/  Richard
    DouglasRichard
    Douglas, Ph.D.

Director/s/  Jeff
    HimawanJeff
    Himawan, Ph.D.

Director/s/  F.
    Weller
    MeyerF.
    Weller Meyer

Director/s/  Thomas
    Martin
    VernonThomas
    Martin Vernon, M.D.

Director  54




---



##### 



IOMAI
    CORPORATION
  INDEX TO
    FINANCIAL STATEMENTS
  PageReport of
    Independent Registered Public Accounting Firm


F-2Balance Sheets as
    of December 31, 2006 and 2005


F-3Statements of
    Operations for the Years Ended December 31, 2006, 2005, and
    2004


F-4Statements of
    Changes in Redeemable Preferred Stock and Stockholders
    Equity (Deficit) for the Years Ended December 31, 2006,
    2005, and 2004


F-5Statements of Cash
    Flows for the Years Ended December 31, 2006, 2005, and
    2004


F-6Notes to Financial
    Statements


F-7  F-1




---



##### 



IOMAI
    CORPORATION
 REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    F-2




---



##### 



IOMAI
    CORPORATION
 BALANCE
    SHEETS  December 31,2006


2005(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
13,847


$
5,190Marketable securities


1,489



Accounts receivable


62



12Prepaid expenses and other current
    assets


500



258Total current assets


15,898



5,460Property and equipment, net


6,736



4,465Restricted cash






49Restricted marketable securities


268



590Deferred financing costs






1,108Other noncurrent assets


183



189Total assets

$
23,085


$
11,861LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable


1,598



2,012Accrued expenses


2,353



1,611Notes payable, current portion


1,369



1,333Notes payable to related party,
    current portion


176



229Capital lease obligation, current
    portion


1



5Total current liabilities


5,497



5,190Notes payable, long-term portion


1,866



1,397Notes payable to related party,
    long-term portion


1,347



1,264Capital lease obligation,
    long-term portion






1Deferred rent


340



122Total liabilities


9,050



7,974Common stock subject to put right






1,959Warrant to purchase Series C
    preferred stock






23Series C convertible
    redeemable preferred stock, $0.01 par value; 0 shares
    authorized, issued and outstanding as of December 31, 2006;
    150,000,000 shares authorized; 129,590,034 shares
    issued and outstanding at December 31, 2005






70,363Stockholders equity
    (deficit):Series B convertible
    preferred stock; $0.01 par value; 0 shares authorized,
    issued and outstanding as of December 31, 2006;
    15,200,000 shares authorized; 14,734,578 shares issued
    and outstanding at December 31, 2005






147Common stock, $0.01 par
    value; 200,000,000 shares authorized and
    19,197,387 shares issued and outstanding as of
    December 31, 2006; 220,000,000 shares authorized and
    795,519 shares issued and outstanding at December 31,
    2005


192



8Additional paid-in capital


114,631



Accumulated other comprehensive
    income






1Accumulated deficit


(100,788
)


(68,614
)Total stockholders equity
    (deficit)


14,035



(68,458
)Total liabilities and
    stockholders equity (deficit)

$
23,085


$
11,861    F-3




---



##### 



IOMAI
    CORPORATION
 STATEMENTS
    OF OPERATIONS  Year Ended December 31,2006


2005


2004(In thousands, except share and per share data)Revenues

$
1,475


$
2,371


$
2,345Cost and expenses:Research and development


28,041



16,529



14,349General and administrative


5,857



3,780



3,206Total costs and expenses


33,898



20,309



17,555Loss from operations


(32,423
)


(17,938
)


(15,210
)Other income (expense)Interest income


1,006



392



621Interest expense


(377
)


(467
)


(266
)Other expense, net


(8
)


(17
)


(225
)Total other income (expense), net


621



(92
)


130Net loss before cumulative effect
    of a change in accounting principle


(31,802
)


(18,030
)


(15,080
)Cumulative effect of change in
    accounting principle


17







Net loss


(31,785
)


(18,030
)


(15,080
)Dividends on and accretion of
    convertible preferred stock


(471
)


(5,562
)


(5,526
)Net loss available to common
    stockholders

$
(32,256
)

$
(23,592
)

$
(20,606
)Net loss available to common
    stockholders per share of common stock  basic and
    diluted

$
(2.03
)

$
(30.14
)

$
(26.90
)Weighted-average number of shares
    of common stock  basic and diluted


15,915,797



782,715



765,945    F-4




---



##### 



IOMAI
    CORPORATION  STATEMENTS
    OF CHANGES IN REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS
    EQUITY (DEFICIT)
  Stockholders Equity (Deficit)Series C Convertible

















Accumulated





TotalRedeemable


Series B Convertible








Additional


Other





StockholdersPreferred Stock


Preferred Stock


Common Stock


Paid-In


Comprehensive


Accumulated


EquityShares


Amount


Shares


Amount


Shares


Amount


Capital


Income (Loss)


Deficit


(Deficit)(In thousands, except share data)Balance at December 31, 2003


127,685,982



59,507



14,734,578



147



764,325



8



8,679



18



(34,890
)


(26,038
)Issuance of Series C
    convertible redeemable preferred stock, net of issuance costs of
    $31,741


1,904,052



810































Amortization of Series C
    warrants






12































Accretion of issuance costs






438



















(438
)










(438
)Accrual of dividends






4,554



















(4,554
)










(4,554
)Issuance of Common Stock warrants


























1











1Stock option compensation


























154











154Exercise of options


















7,596







7











7Other comprehensive loss:






































Net loss


































(15,080
)


(15,080
)Unrealized loss on investments






























(44
)






(44
)Comprehensive loss






































(15,124
)Balance at December 31, 2004


129,590,034



65,321



14,734,578



147



771,921



8



3,849



(26
)


(49,970
)


(45,992
)Amortization of Series C
    warrants






12































Accretion of issuance costs






443



















(333
)






(110
)


(443
)Accrual of dividends






4,587



















(4,084
)






(504
)


(4,588
)Issuance of Common Stock warrants


























9











9Stock option compensation


























538











538Cash in lieu of fractional common
    shares


















(60
)






(1
)










(1
)Exercise of options


















23,658







22











22Net loss


































(18,030
)


(18,030
)Unrealized gain on investments






























27







27Comprehensive loss






































(18,003
)Balance at December 31, 2005


129,590,034



70,363



14,734,578



147



795,519



8







1



(68,614
)


(68,458
)Amortization of Series C
    warrants






1























(1
)






(1
)Accretion of issuance costs






37



















(37
)










(37
)Accrual of dividends






389



























(389
)


(389
)Stock option compensation


























1,065











1,065Exercise of options


















14,030







13











13Exercise of warrants


















2,865



















Issuance of common stock in
    connection with initial public offering, net of offering costs
    of $4,012,584


















5,000,000



50



30,892











30,942Automatic conversion of common
    stock subject to put right into common stock upon initial public
    offering


























1,958











1,958Automatic conversion of preferred
    stock into common stock upon initial public offering


(129,590,034
)


(70,790
)


(14,734,578
)


(147
)


11,101,867



111



70,849











70,813Issuance of common stock, net of
    offering costs of $86,593


















2,283,106



23



9,891











9,914Net loss


































(31,785
)


(31,785
)Unrealized gain on investments






































Comprehensive loss






































(31,785
)Balance at December 31, 2006





$












19,197,387


$
192


$
114,631


$



$
(100,788
)

$
14,035    F-5




---



##### 



IOMAI
    CORPORATION  STATEMENTS
    OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In thousands)Cash flows from operating
    activitiesNet loss

$
(31,785
)

$
(18,030
)

$
(15,080
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


1,261



2,670



1,627Stock-based compensation expense


1,065



538



154Non-cash interest expense and
    amortization of premium/discount of marketable securities


(255
)


28



229Deferred rent


194



(54
)


(36
)Provision for doubtful accounts










(135
)Loss on disposal of property and
    equipment


10



4



Changes in operating assets and
    liabilities:Accounts receivable


(50
)


62



265Prepaid expenses and other current
    assets


(242
)


(40
)


135Other noncurrent assets


2



(45
)


29Accounts payable


(9
)


420



(471
)Accrued expenses


943



143



(218
)Net cash used in operating
    activities


(28,866
)


(14,304
)


(13,501
)Cash flows from investing
    activitiesPurchases of property and equipment


(3,501
)


(1,339
)


(5,075
)Sale of property and equipment


7







Restricted cash and marketable
    securities


384



35



(4
)Sales/maturities of marketable
    securities


16,500



22,150



32,450Purchases of marketable securities


(17,747
)


(6,790
)


(18,510
)Net cash (used in) provided by
    investing activities


(4,357
)


14,056



8,861Cash flows from financing
    activitiesProceeds from the exercise of
    stock options


13



22



7Cash issued in lieu of fractional
    common stock






(1
)


Proceeds from issuance of
    Series C convertible redeemable preferred stock, net










810Proceeds from initial public
    offering, net of underwriting commissions


32,854







Proceeds from private placement of
    common stock


10,000







Stock issuance costs


(1,517
)






Deferred stock issuance costs






(481
)


Proceeds from notes payable


2,000



468



1,902Principal payments on notes payable


(1,495
)


(1,166
)


(820
)Proceeds from notes payable to
    related party


280







1,451Principal payments on notes
    payable to related party


(250
)


(333
)


(207
)Payments under capital lease
    obligations


(5
)


(13
)


(18
)Net cash provided by (used in)
    financing activities


41,880



(1,504
)


3,125Net increase (decrease) in cash
    and cash equivalents


8,657



(1,752
)


(1,515
)Cash and cash equivalents at
    beginning of year


5,190



6,942



8,457Cash and cash equivalents at end
    of year

$
13,847


$
5,190


$
6,942Supplemental schedule of
    noncash investing and financing activitiesCash paid for interest

$
902


$
497


$
424    F-6




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    ORGANIZATION  E.
    coli
  2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Use of
    estimates
    Cash
    and cash equivalents
    Marketable
    securities
  available-for-sale.
  other-than-temporary. other-than-temporary
   F-7




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Restricted
    cash and marketable securities
      Accounts
    receivable
      Concentration
    of credit risk and fair value of financial
    instruments
      Property
    and equipment
    Asset Description

Useful Life (Years)Furniture and equipment


3 - 7Lab equipment


5     Income
    taxes
   F-8




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     Revenue
    recognition
    Research
    and development costs
    Comprehensive
    loss
  Reporting Comprehensive Income available-for-sale
  Stock-based
    compensation
  Accounting for Stock-Based
    Compensation Accounting for Stock-Based
    Compensation  Transition and Disclosure
    No. 96-18, Accounting for Equity Instruments That are Issued to Other
    Than Employees for Acquiring, or in conjunction with, Selling,
    Goods and Services
 F-9




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     Basic
    and diluted net loss attributable to common stockholders per
    share of common stock
    Reverse
    stock split
  1-for-13
 F-10




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   3.
    MARKETABLE
    SECURITIES  available-for-sale
  December 31, 2006Gross


GrossUnrealized


UnrealizedAmortized Cost


Gains


Losses


Fair ValueAvailable for SaleU.S. Treasury and agency
    obligations

$
1,489


$



$



$
1,489Accrued interest














Total  Marketable
    securities

$
1,489


$



$



$
1,489Restricted Marketable
    SecuritiesU.S. Treasury and agency
    obligations

$
265


$



$



$
265Accrued interest


3











3Total  Restricted
    marketable securities

$
268


$



$



$
268   December 31, 2005Gross


GrossUnrealized


UnrealizedAmortized Cost


Gains


Losses


Fair ValueAvailable for SaleU.S. Treasury and agency
    obligations

$



$



$



$
Accrued interest














Total  Marketable
    securities

$



$



$



$
Restricted Marketable
    SecuritiesU.S. Treasury and agency
    obligations

$
590


$



$



$
590Accrued interest














Total  Restricted
    marketable securities

$
590


$



$



$
590      F-11




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   4.
    PROPERTY
    AND EQUIPMENT    December 31,2006


2005Furniture and equipment

$
1,465


$
769Lab equipment


4,225



3,327Leasehold improvements


6,051



5,297Construction-in-progress


1,377



208Subtotal


13,117



9,602Accumulated depreciation


(6,381
)


(5,137
)Property and equipment, net

$
6,736


$
4,465     5.
    ACCRUED
    LIABILITIES    December 31,2006


2005Salary and employee benefits

$
1,282


$
775Clinical trial obligations


561



395Other


510



441$
2,353


$
1,611   6.
    LONG-TERM
    DEBT  Notes
    payable
     F-12




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      December 31,2006


2005Promissory Note dated
    September 26, 2003; 8.93%, maturing March 26, 2007

$
114


$
547Promissory Note dated
    September 26, 2003; 9.03%, maturing September 26, 2007


16



35Promissory Note dated
    December 30, 2003; 9.24%, maturing June 30, 2007


162



465Promissory Note dated
    February 26, 2004; 9.03%, maturing February 26, 2008


70



124Promissory Note dated
    April 30, 2004; 9.48%, maturing April 30, 2008


127



213Promissory Note dated
    June 30, 2004; 10.06%, maturing December 30, 2007


33



63Promissory Note dated
    June 30, 2004; 10.03%, maturing June 30, 2008


327



520Promissory Note dated
    September 30, 2004; 9.58%, maturing March 30, 2008


11



20Promissory Note dated
    September 30, 2004; 9.40%, maturing September 30, 2008


90



135Promissory Note dated
    November 30, 2004; 9.72%, maturing November 30, 2008


129



188Promissory Note dated
    March 30, 2005; 10.46%, maturing March 30, 2009


43



59Promissory Note dated
    March 30, 2005; 10.70%, maturing September 30, 2008


14



20Promissory Note dated
    July 27, 2005; 10.32%, maturing July 27, 2009


131



173Promissory Note dated
    July 27, 2005; 10.66%, maturing January 27, 2009


15



21Promissory Note dated
    September 30, 2005; 10.31%, maturing September 30, 2009


114



147Promissory Note dated May 31,
    2006; 11,38%, maturing May 31, 2010


381



Promissory Note dated May 31,
    2006; 11.73%, maturing November 30, 2009


220



Promissory Note dated
    August 28, 2006; 11.27%, maturing August 28, 2010


525



Promissory Note dated
    August 28, 2006, 11.65%, maturing February 28, 2010


79



Promissory Note dated
    December 20, 2006; 10.96%, maturing December 20, 2010


492



Promissory Note dated
    December 20, 2006, 11.35%, maturing June 1, 2010


142



Total notes payable


3,235



2,730Less current portion of notes
    payable


(1,369
)


(1,333
)Long-term portion of notes payable

$
1,866


$
1,397  F-13




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    2006


2005Total related-party notes payable,
    with interest rates ranging from 14.0% to 10.5%, maturing
    May 31, 2013(1)


1,523



1,494Less current portion of
    related-party notes payable


(176
)


(229
)Long-term portion of related-party
    notes payable

$
1,347


$
1,264     (1)
    
    On October 26, 2005, the Company amended its lease
    agreement to, among things, extend the maturity of the
    related-party notes payable from May 2009 until May 2013. In
    connection with this lease amendment, the then-remaining balance
    owed to the landlord as of May 31, 2006 under the
    related-party notes payable, which totaled $1,342,719, is being
    amortized over the seven-year period until May 2013 at a revised
    rate of 10.5%. See Note 7  Related Party
    Transactions.    Notes Payable fromNotes Payable


Related Party(1)


TotalYear ending:2007

$
1,369


$
176


$
1,5452008


896



195



1,0912009


628



216



8442010


342



240



5822011 and thereafter






696



696$
3,235


$
1,523


$
4,758     (1)
    
    On October 26, 2005, the Company amended its lease
    agreement to, among things, extend the maturity of the
    related-party notes payable from May 2009 until May 2013. In
    connection with this lease amendment, the then-remaining balance
    owed to the landlord as of May 31, 2006 under the
    related-party notes payable, which totaled $1,342,719, is being
    amortized over the seven-year period until May 2013 at a revised
    rate of 10.5%. See Note 7  Related Party
    Transactions  7.
    RELATED
    PARTY TRANSACTIONS     F-14




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
             8.
    REDEEMABLE
    PREFERRED STOCK  Series C
    convertible redeemable preferred stock
   F-15




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Series C
    preferred stock warrants
  one-thirteenth
  9.
    STOCKHOLDERS
    EQUITY (DEFICIT)  Series B
    convertible preferred stock
      Initial
    Public Offering
     F-16




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      
    All shares of Series B Preferred Stock were automatically
    converted into 1,133,424 shares of common stock;
    All shares of Series C Preferred Stock were automatically
    converted into 9,968,443 shares of common stock; and
    A warrant issued to the Companys placement agent in
    connection with the Series C Stock financing in December
    2002 for 250,000 shares of Series C Preferred Stock
    was automatically converted into a warrant to purchase up to
    19,231 shares of Common Stock at an exercise price of
    $5.7473 per share.      Private
    Placement in Public Equity
    Form S-1
 F-17




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Stock
    Options
            Accounting for Income Taxes
   F-18




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


Intrinsic Value(1)Shares


Exercise Price


Term


($000s)Outstanding at December 31,
    2005


1,893,264



1.64Exercisable at December 31,
    2005


784,748



2.38Granted


1,075,761



5.18Exercised


(14,030
)


0.91Forfeited


(36,190
)


3.16Outstanding at December 31,
    2006


2,918,805



2.93



7.5


$
5,991Vested or expected to vest


2,654,673



2.87



7.4


$
5,990Exercisable at December 31,
    2006


1,195,551



1.93



6.1


$
3,641     (1)
    
    Calculated using the per-share closing price of the
    Companys common stock on December 29, 2006, which was
    $4.98.    Options OutstandingWeighted-Average





Options ExercisableRange of

Number


Remaining Contractual


Weighted-Average


Number


Weighted-AverageExercise Prices

Outstanding


LifeYears


Exercise Price


Exercisable


Exercise Price$0.91


1,705,373



6.6


$
0.91



1,115,427


$
0.91$2.86


104,258



8.7



2.86



22,936



2.86$4.34-4.70


248,761



9.4



4.41



7,775



4.35$5.04-5.85


811,769



9.3



5.42



769



5.85$16.25-22.75


32,690



1.4



20.84



32,690



20.84$28.99-34.19


15,954



2.9



32.15



15,954



32.152,918,805











1,195,551        F-19




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     December 31,2006


2005


2004Expected dividend yield


0
%


0
%


0
%Expected volatility


77
%


60
%


56
%Risk-free interest rate


4.66
%


3.89
%


3.03
%Expected average life of options


5 years



5 years



5 years   Dividend Yield
  Expected Volatility
  Risk-Free Interest Rate
  Expected Life of the Option Term
  Expected Forfeiture Rate
    December 31,2006


2005


2004Employees and directors

$
1,077,680


$
508,575


$
152,928Non-employee consultants


(12,664
)


29,569



777$
1,065,016


$
538,144


$
153,705     1998
    Stock Incentive Plan
   F-20




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1999
    Stock Incentive Plan
      2005
    Stock Incentive Plan
    2006
    Employee Stock Purchase Plan
       F-21




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   10.
    COMMITMENTS
    AND CONTINGENCIES      Operating(1)2007

$
1,0742008


1,1962009


1,2362010


1,2532011


1,279Thereafter


1,883Total minimum lease payments

$
7,921     (1)
    
    These amounts include payments for additional facility space
    leased under a lease amendment signed in January 2007 (see
    Note 14  Subsequent Events).    License
    agreement with the Walter Reed Army Institute of Research
    (WRAIR)
          11.
    INCOME
    TAXES   F-22




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
     December 31,2006


2005NOL carryforward

$
32,323


$
21,239Research and development credit
    carryforward


2,678



1,648Deferred temporary differences


2,051



1,198Valuation allowance


(37,052
)


(24,085
)Net deferred tax asset

$



$
       Year Ended December 31,2006


2005


2004Federal tax at statutory rates


34.0
%


34.0
%


34.0
%State taxes, net of federal benefit


4.6



4.6



4.6Research and development credit


3.2



2.8



2.5Permanent difference


(1.0
)


(1.2
)


(0.1
)Change in valuation allowance


(40.8
)


(40.2
)


(41.0
)Provision for income taxes


0.0
%


0.0
%


0.0
%   12.
    EMPLOYEE
    BENEFIT PLAN   F-23




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   13.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)    1st Quarter


2nd Quarter


3rd Quarter


4th QuarterYear ended December 31,
    2005Revenue

$
971


$
856


$
504


$
41Income (loss) from operations


(3,649
)


(3,681
)


(4,343
)


(6,266
)Net income (loss)


(3,669
)


(3,695
)


(4,365
)


(6,301
)Net income (loss) per share, basic
    and diluted

$
(4.75
)

$
(4.78
)

$
(5.52
)

$
(7.94
)Year ended December 31,
    2006Revenue

$
997


$
408


$
30


$
40Income (loss) from operations


(5,151
)


(7,763
)


(9,474
)


(10,035
)Net income (loss)


(5,020
)


(7,544
)


(9,326
)


(9,895
)Net income (loss) per share, basic
    and diluted

$
(0.45
)

$
(0.45
)

$
(0.55
)

$
(0.53
)   14.
    SUBSEQUENT
    EVENTS  Award
    of Government Contract
    Amendment
    to Facility Lease
      Private
    Placement
   F-24




---



##### 



IOMAI
    CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Amendment
    of 2005 Stock Incentive Plan
   F-25