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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GeoVax Labs, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 1, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 29, 2025 |
Exhibit 99.1 GeoVax Reports Second Quarter 2025 Financial Results and Provides Business Update GEO-MVA received favorable European regulatory guidance supporting streamlined development pathway GEO-CM04S1 demonstrates superior robust immune responses in CLL patients; data presented at EHA 2025 Gedeptin® highlighted strong safety and efficacy for the treatment of solid tumors; data presented at AAC |
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| July 29, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 202 |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| July 2, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| July 2, 2025 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT July 1, 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $6,002,750 of common units (each, a “Common Unit” and, collectively |
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| July 2, 2025 |
Filed pursuant to Rule 424(b)(4) Registration No. 333-288085 PROSPECTUS GEOVAX LABS, INC. Up to 9,235,000 Common Units Each Common Unit Consisting of One Share of Common Stock and Two Common Warrants to Purchase One Share of Common Stock Up to 9,235,000 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Warrants to Purcha |
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| July 2, 2025 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: July 2, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise |
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| July 2, 2025 |
GeoVax to Raise Approximately $6 Million of Gross Proceeds in Public Offering Exhibit 99.1 GeoVax to Raise Approximately $6 Million of Gross Proceeds in Public Offering Atlanta, GA, July 1, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into definitive securities purchase agreements with several institutional and individual inv |
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| July 2, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| June 26, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.13 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise D |
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| June 26, 2025 |
As Filed with the Securities and Exchange Commission on June 26, 2025 As Filed with the Securities and Exchange Commission on June 26, 2025 Registration No. |
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| June 16, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [-], 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $[-] of common units (each, a “Common Unit” and, collectively, the “Com |
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| June 16, 2025 |
Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| June 16, 2025 |
Exhibit FILING FEES. Calculation of Filing Fee Tables Form S-1 (Form Type) GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Comm |
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| June 16, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.13 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise D |
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| June 16, 2025 |
Exhibit 4.14 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ( |
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| June 16, 2025 |
As Filed with the Securities and Exchange Commission on June 16, 2025 As Filed with the Securities and Exchange Commission on June 16, 2025 Registration No. |
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| June 6, 2025 |
As filed with the Securities and Exchange Commission on June 6, 2025 As filed with the Securities and Exchange Commission on June 6, 2025 Registration No. |
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| June 6, 2025 |
GeoVax Labs, Inc. 2025 Stock Incentive Plan (31) Exhibit 99.1 GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement or other applicable instrument, the following terms shall have the meanings given below: (a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Commit |
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| June 6, 2025 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0 |
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| June 5, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| June 2, 2025 |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on June 2, 2025. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 202 |
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| May 1, 2025 |
Exhibit 99.1 GeoVax Reports First Quarter 2025 Financial Results and Provides Business Update COVID-19 vaccine program progressing with additional data evaluating GEO-CM04S1 as booster to mRNA vaccines in healthy adults expected in second quarter of 2025 Clinical evaluation of GEO-MVA, vaccine candidate for protection against Mpox and Smallpox, expected to initiate in second half of 2025 Gedeptin® |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| April 14, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 28, 2025 |
Exhibit 99.1 GeoVax Reports 2024 Year-End Financial Results and Provides Business Update GEO-CM04S1 BARDA/Project NextGen Phase 2b trial preparations ongoing with manufacturing of clinical trial materials underway and clinical sites confirmed Additional data evaluating GEO-CM04S1 as booster to mRNA vaccines in healthy adults expected in first half of 2025 Clinical evaluation of GEO-MVA, vaccine ca |
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| March 28, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
Exhibit 19.1 Rev. Dec-24 GeoVax Labs, Inc. Insider Trading Policy 1. Introduction It is illegal for any person, either personally or on behalf of others, to trade in the securities of GeoVax Labs, Inc. (“GeoVax” or the “Company”) on the basis of material, non-public information. It is also illegal to communicate (or “tip”) material, non-public information to others who may trade in securities on t |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of registrant as specified in its c |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
As Filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-239958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-0455038 (State or other jurisdiction of in |
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| March 27, 2025 |
Description of Registrant’s Securities Exhibit 4.1 DESCRIPTION OF SECURITIES GeoVax Labs, Inc. (“we,” “us,” “our,” “GeoVax” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock, $0.001 par value (the “Common Stock”), and warrants to purchase shares of Common Stock (the “warrants”) are registered under Section 12(b) |
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| March 25, 2025 |
Form of Common Stock Purchase Warrant, dated March 25, 2025 (2) Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initia |
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| March 25, 2025 |
Securities Purchase Agreement, dated March 23, 2025 (2) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| March 25, 2025 |
Exhibit 99.1 GeoVax Labs Announces $4.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules ATLANTA, GA, March 24, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a securities purchase agreement with a single healthcare-focu |
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| March 25, 2025 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| March 25, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 25, 2025 |
Warrant Amendment Agreement, dated March 23, 2025 (2) Exhibit 4.3 Execution Version AMENDMENT TO WARRANTS This Amendment to the Common Stock Purchase Warrant (this “Amendment”) dated this 23rd day of March 2025, by and among GeoVax Labs, Inc., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of outstanding warrants to purchase up to (i) 1,700,000 shares of common stock, pa |
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| March 25, 2025 |
Form of Pre-Funded Warrant, dated March 25, 2025 (2) Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| March 25, 2025 |
Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (31) Exhibit 10.1 Execution Version A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 March 23, 2025 GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Attention: David A. Dodd, President & Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Dodd: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P |
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| January 22, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| December 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 18, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 14, 2024 |
GOVX / GeoVax Labs, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-govx093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GEOVAX LABS, INC. (Name of Issuer) Common Stock $0.001 par value (Title of Class of Securities) 373678606 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 13, 2024 |
Exhibit 99.1 GeoVax Reports Third Quarter 2024 Financial Results and Provides Business Update Progress in GEO-CM04S1 BARDA/Project NextGen Phase 2b trial; multiple data readouts of existing COVID-19 vaccine Phase 2 trials expected during fourth quarter 2024 Gedeptin® on track to advance into Phase 2 clinical trial for first recurrent head and neck cancer in the first half of 2025 GEO-MVA Mpox vacc |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated September 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated September 6, 2024 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder n |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated August 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated August 6, 2024 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated June 7, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated June 7, 2024 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated September 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated September 6, 2024 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| October 16, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| October 15, 2024 |
Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| October 15, 2024 |
GeoVax Labs, Inc. Up to $30,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-277585 PROSPECTUS SUPPLEMENT (To Prospectus Supplement Dated September 25, 2024 and accompanying Prospectus Dated March 13, 2024) GeoVax Labs, Inc. Up to $30,000,000 Common Stock This prospectus supplement updates, amends and supplements certain information in the prospectus supplement, dated September 25, 2024 (the “Original Prospectus Supplem |
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| October 1, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 1, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| September 25, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| September 25, 2024 |
GeoVax Labs, Inc. Up to $4,486,846 Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated March 13, 2024) Filed Pursuant to 424(b)(5) File No. |
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| September 25, 2024 |
Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (29) Exhibit 10.1 GEOVAX LABS, INC. COMMON STOCK SALES AGREEMENT September 25, 2024 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: GeoVax Labs, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, f |
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| September 17, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| September 11, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 September 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281972 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securit |
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| September 11, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 September 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281973 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securit |
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| September 6, 2024 |
As filed with the Securities and Exchange Commission on September 6, 2024 As filed with the Securities and Exchange Commission on September 6, 2024 Registration No. |
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| September 6, 2024 |
As filed with the Securities and Exchange Commission on September 6, 2024 As filed with the Securities and Exchange Commission on September 6, 2024 Registration No. |
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| September 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| September 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| August 30, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 28, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,999,999.87 of registered securities of the Company, consisting of |
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| August 30, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| August 30, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| August 30, 2024 |
Securities Purchase Agreement, dated August 28, 2024 (28) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| August 30, 2024 |
Form of Common Stock Purchase Warrant, dated August 30, 2024 (28) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 30, 2024 |
Form of Pre-Funded Warrant, dated August 30, 2024 (6) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 138,110 Issue Date: August 30, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| August 30, 2024 |
GeoVax to Raise Approximately $5.0 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $5.0 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, August 28, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutio |
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| August 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| August 21, 2024 |
GeoVax to Raise Approximately $8.5 Million of Gross Proceeds in Offering Priced Above-the-Market Exhibit 99.1 GeoVax to Raise Approximately $8.5 Million of Gross Proceeds in Offering Priced Above-the-Market Atlanta, GA, August 20, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institu |
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| August 21, 2024 |
Form of Common Stock Purchase Warrant, dated August 21, 2024 (27) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 21, 2024 |
Form of Pre-Funded Warrant, dated August 21, 2024 (5) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 339,269 Issue Date: August 21, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| August 21, 2024 |
Securities Purchase Agreement, dated August 20, 2024 (27) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| August 21, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| August 21, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 20, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $8,500,000 of registered securities of the Company, consisting of 1, |
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| August 8, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 August 8, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281310 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| August 7, 2024 |
Exhibit 99.1 GeoVax Reports Second Quarter 2024 Financial Results and Provides Business Update Awarded BARDA Project NextGen (PNG) contract to advance GeoVax’s multi-antigen vaccine candidate, GEO-CM04S1, into 10,000-participant randomized, comparative Phase 2b COVID-19 vaccine study BARDA PNG award represents greater than $350 million in support of PNG GEO-CM04S1 clinical trial, including direct |
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| August 7, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| August 6, 2024 |
Exhibit 10.1 RRPV BASE AGREEMENT BETWEEN ADVANCED TECHNOLOGY INTERNATIONAL 315 SIGMA DRIVE SUMMERVILLE, SC 29486 AND RRPV Member Organization GEOVAX, INC. 1900 Lake Park DR SE STE 380 Smyrna, Georgia 30080 UEI: CEF5ULT44LF5 RRPV Base Agreement No: 2024-564 Authority: RRPV Other Transaction Agreement 75A50123D00005 and 42 USC § 247d–7e(c)(5). Page 1 of 37 October 2023 This Agreement is entered into |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated June 7, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated June 7, 2024 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| August 6, 2024 |
Exhibit 10.2 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE: (i) THE COMPANY HAS DETERMINED THE OMITTED INFORMATION IS NOT MATERIAL, AND (ii) THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL RRPV Project Award Number: 001 RRPV Project Title: RRPV-24-04-NGVx-006; Phase 2b study to evalua |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| August 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276345 GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 1,408,998 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in |
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| August 6, 2024 |
As filed with the Securities and Exchange Commission on August 6, 2024 As filed with the Securities and Exchange Commission on August 6, 2024 Registration No. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| July 12, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| July 12, 2024 |
Form of Pre-Funded Warrant, dated July 12, 2024 (4) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 626,368 Issue Date: July 12, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| July 12, 2024 |
GeoVax to Raise Approximately $3.1 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $3.1 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, July 11, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutiona |
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| July 12, 2024 |
Securities Purchase Agreement, dated July 11, 2024 (25) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| July 12, 2024 |
Form of Common Stock Purchase Warrant, dated July 12, 2024 (25) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 12, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 12, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT July 11, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,103,093.74 of registered securities of the Company, consisting of 4 |
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| June 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 20, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| June 21, 2024 |
Side Letter dated June 14, 2024, by and between the Company and the Investor Exhibit 4.1 GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 June 14, 2024 Armistice Capital Master Fund Ltd. Attn: Jonah Glickstein, Esq. 510 Madison Avenue 7th Floor New York, NY 10022 Re: Amendment to the Common Stock Purchase Warrant dated May 21, 2024 (the “Warrant”) Dear Jonah, This letter sets forth the understanding of GeoVax Labs, Inc. (the “Company”) and Armistice |
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| June 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| June 18, 2024 |
Exhibit 99.1 GeoVax Receives BARDA Project NextGen Award to Conduct Phase 2b Clinical Study Evaluating the Company’s Next-Generation COVID-19 Vaccine Candidate, GEO-CM04S1 10,000-participant randomized Phase 2b study will evaluate and compare GeoVax’s multi-antigen, vaccine candidate (GEO-CM04S1) to an approved vaccine against COVID-19 under BARDA’s Clinical Studies Network Project NextGen is a $5 |
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| June 14, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 14, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-280040 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities A |
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| June 7, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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| June 7, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| May 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 23, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K -12-31 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| May 23, 2024 |
Bylaws (as amended May 23, 2024) (24) Exhibit 3.1 BYLAWS OF GEOVAX LABS, INC. (as amended May 23, 2024) Table of Contents Page ARTICLE I Offices 1 Section 1.1. Principal and Registered Offices 1 Section 1.2. Other Offices 1 ARTICLE II Meetings of Stockholders 1 Section 2.1. Annual Meetings 1 Section 2.2. Special Meetings 1 Section 2.3. Notice of Meetings 1 Section 2.4. Adjournments 1 Section 2.5. Quorum 2 Section 2.6. Organization 2 S |
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| May 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 21, 2024 |
Form of Common Stock Purchase Warrant, dated May 21, 2024 (23) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 21, 2024 |
Form of Pre-Funded Warrant, dated May 21, 2024 (4) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ |
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| May 21, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 16, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ] shares |
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| May 21, 2024 |
Securities Purchase Agreement, dated May 16, 2024 (23) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [•], 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| May 21, 2024 |
GeoVax to Raise Approximately $1.3 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $1.3 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, May 17, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutional |
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| May 21, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| May 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 15, 2024 |
Exhibit 99.1 GeoVax Reports First Quarter 2024 Financial Results and Provides Business Update Presented data on GEO-CM04S1 at World Vaccine Congress, delineating the unique immune system driven mechanisms that contribute to the broad efficacy of the vaccine candidate Significant milestone achieved towards implementation of a commercially validated manufacturing system Progress across pipeline with |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276345 GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 1,408,998 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in |
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| May 14, 2024 |
Restated Certificate of Incorporation filed April 12, 2024 (22) Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GEOVAX LABS, INC. Pursuant to Section 245 of the Delaware General Corporation Law GeoVax Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “GeoVax Labs, Inc.”. 2. The Corporation’s original Certificate of Incorporation wa |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 204,499 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 204,499 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 204,499 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in the |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 387,334 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 387,334 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 387,334 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named in the |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitive |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 -12-31FY2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of |
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| March 11, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 March 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-3 File No. 333-277585 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| March 1, 2024 |
As Filed with the Securities and Exchange Commission on March 1, 2024. Registration No. 333-239958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-0455038 (State or other jurisdiction of inc |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| March 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 29, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| March 1, 2024 |
Exhibit 99.1 GeoVax Reports 2023 Year-End Financial Results and Provides Business Update Progress across the pipeline in multiple clinical trials, including Phase 2 program of GEO-CM04S1, next-generation Covid-19 vaccine, and multicenter Phase 1/2 study of Gedeptin®, targeting advanced head and neck cancer Catalyst-rich 2024 with data readouts planned throughout the year Company to host conference |
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| March 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) GeoVax Labs, Inc. |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of registrant as specified in its c |
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| February 29, 2024 |
Compensation Recoupment Policy Exhibit 97.1 GEOVAX LABS, INC. COMPENSATION RECOUPMENT POLICY (ADOPTED ON NOVEMBER 30, 2023) In the event of any required accounting restatement of the financial statements of GeoVax Labs, Inc. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to |
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| February 16, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| February 14, 2024 |
GOVX / GeoVax Labs, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-govx123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GEOVAX LABS, INC. (Name of Issuer) Common Stock $0.001 par value (Title of Class of Securities) 373678606 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 31, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GEOVAX LABS, INC. GeoVax Labs, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the Corporation’s Certificate of Incorporation originally filed with the Delaware Secretary of State on June 17, 2008, as previously amended by the following: ● Certificate of Merger filed June 18, 2008, as further ame |
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| January 31, 2024 |
Form of Stock Certificate representing the Company’s Common Stock, par value $0.001 per share (21) Exhibit 4.1 |
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| January 31, 2024 |
-12-31 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commis |
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| January 16, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| January 12, 2024 |
PROSPECTUS GEOVAX LABS, INC. 21,134,968 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-276345 PROSPECTUS GEOVAX LABS, INC. 21,134,968 Shares of Common Stock This prospectus relates to the resale of up to an aggregate of 21,134,968 shares (the “2023 Warrant Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), issuable upon the exercise of that certain common stock purchase warrant (the “2023 Common Warran |
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| January 9, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 January 9, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-276345 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| January 2, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| January 2, 2024 |
As filed with the Securities and Exchange Commission on January 2, 2024 As filed with the Securities and Exchange Commission on January 2, 2024 Registration No. |
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| December 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| December 4, 2023 |
Common Stock Purchase Warrant, dated December 2, 2023 (38) Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 4, 2023 |
Inducement Letter, dated December 2, 2023 (38) Exhibit 10.1 December 2, 2023 GEOVAX LABS, INC. Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: GeoVax Labs, Inc., a Delaware corporation (the “Company”), is pleased to offer to you the opportunity to exercise all of the Common Stock Purchase Warrants issued to you on January 19, 2022, which are exercisable for 3,067,484 shares |
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| December 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| November 9, 2023 |
GeoVax Reports Third Quarter 2023 Financial Results and Provides Business Update Exhibit 99.1 GeoVax Reports Third Quarter 2023 Financial Results and Provides Business Update Significant Progress towards data milestones in Phase 2 Program of GEO-CM04S1, Next-generation COVID-19 vaccine Gedeptin® clinical data from Phase 1/2 study presented at AACR-AHNS Head and Neck Cancer Conference showing safe administration and tumor reduction Multi-Product License Secured for ProBioGen's |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| November 8, 2023 |
GEOVAX LABS, INC. Up to 3,067,484 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 3,067,484 Shares of Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 3,067,484 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named |
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| November 8, 2023 |
GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock Prospectus Supplement No. 3 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 1,819,966 shares of common stock, $0.001 par value, underlying warrants previously issued by us that are issuable |
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| November 8, 2023 |
GEOVAX LABS, INC. Up to 7,700,000 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 7,700,000 Shares of Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 7,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named |
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| August 22, 2023 |
GeoVax Labs, Inc. 2023 Stock Incentive Plan * Exhibit 99.1 GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN 1 GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b) Affil |
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| August 22, 2023 |
GeoVax Labs, Inc. 2020 Stock Incentive Plan (as amended through August 1, 2023) * Exhibit 99.2 GEOVAX LABS, INC. 2020 STOCK INCENTIVE PLAN (as amended through August 1, 2023) 1 GEOVAX LABS, INC. 2020 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the |
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| August 22, 2023 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0 |
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| August 22, 2023 |
As filed with the Securities and Exchange Commission on August 22, 2023 As filed with the Securities and Exchange Commission on August 22, 2023 Registration No. |
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| August 10, 2023 |
Exhibit 99.1 GeoVax Reports 2023 Second Quarter Financial Results and Provides Corporate Update Progress and Promising Outlook for Gedeptin® and GEO-CM04S1 Phase 2 GEO-CM04S1 Clinical Trial Initiated for Patients with Chronic Lymphocytic Leukemia Company to Host Conference Call and Webcast Today at 4:30 p.m. ET Atlanta, GA, August 9, 2023 – GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company |
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| August 10, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| August 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 18, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 18, 2023 |
Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT July 18, 2023 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: GeoVax Labs, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agre |
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| July 18, 2023 |
GeoVax Labs, Inc. Up to $6,529,000 Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated January 26, 2021) Filed Pursuant to 424(b)(5) File No. |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| June 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 5, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| May 5, 2023 |
Exhibit 99.1 GeoVax Reports 2023 First Quarter Financial Results and Provides Corporate Update Cancer Gene Therapy Program and Next-Generation COVID-19 Vaccine Advancing in Phase 2 Clinical Trials Company to host conference call and webcast today at 4:30 p.m. ET Atlanta, GA, May 4, 2023 – GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing vaccines and immunotherapies against canc |
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| May 4, 2023 |
GEOVAX LABS, INC. Up to 3,067,484 Shares of Common Stock 424B3 1 govx20230428c424b3.htm FORM 424B3 Prospectus Supplement No. 1 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 3,067,484 Shares of Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 3,067,484 shares of our common stock, $0.001 par value, that may be sold from time |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| May 4, 2023 |
Exhibit 10.3 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIEDINFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE (i) THE COMPANY HAS DETERMINED THE OMITTED INFORMATION IS NOT MATERIAL, AND (ii) THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Amendment to Exclusive License Agreement (this “Amen |
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| May 4, 2023 |
GEOVAX LABS, INC. Up to 7,700,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 7,700,000 Shares of Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 7,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named |
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| May 4, 2023 |
GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock Prospectus Supplement No. 1 To Prospectus dated March 23, 2023 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock We are supplementing the prospectus dated March 23, 2023 covering the sale of up to 1,819,966 shares of common stock, $0.001 par value, underlying warrants previously issued by us that are issuable |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 -12-31FY2022 GEOVAX LABS, INC. (Exact name of |
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| March 24, 2023 |
Exhibit 99.1 GeoVax Reports 2022 Year-End Financial Results And Provides Corporate Update Company Expands Ongoing Clinical Trials and the Breadth and Capacity of Its Novel Vaccine Platform Technology Atlanta, GA, March 23, 2023 – GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing immunotherapies and vaccines against cancers and infectious diseases, today announced its financial r |
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| March 24, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2023 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 23, 2023 |
Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (19) Exhibit 10.4.1 Employment Agreement Between GeoVax, Inc. and Kelly T. McKee, Jr., M.D., MPH This EMPLOYMENT AGREEMENT (the "Agreement") by and between GeoVax, Inc., a Georgia Corporation ("Company"), and Kelly T. McKee, Jr., M.D., MPH ("Employee"; and with the Company, collectively, the "Parties"), is entered into and effective as of March 1, 2023 (the "Effective Date”). Employee will serve as Chi |
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| March 23, 2023 |
● As filed with the Securities and Exchange Commission on March 23, 2023 ● As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
Amendment to Office Lease Agreement between UCB, Inc. and GeoVax, Inc. (19) Exhibit 10.101 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT This FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is entered into this 14th of November , 2022 (“Amendment Effective Date”), by and between UCB, INC, a Delaware corporation (“Landlord”) and GEOVAX, INC., a Georgia corporation (“Tenant”). RECITALS A. Landlord and Tenant entered into that certain Office Lease Agreement having an Eff |
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| March 23, 2023 |
As filed with the Securities and Exchange Commission on March 23, 2023 As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (19) Exhibit 10.4.2 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This AMENDMENT NUMBER ONE is between GEOVAX LABS, INC., a Georgia corporation (the "Company") and Kelly T. McKee, Jr., M.D., MPH ("Employee") and is entered into effective as of the date the Company or Employee signs this Amendment Number One, whichever comes last. WHEREAS, the Company and Employee entered into a new employment agreement |
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| March 23, 2023 |
As Filed with the Securities and Exchange Commission on March 23, 2023. Registration No. 333-239958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 FORM S-1 POS AM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-0455038 (State or other jurisdictio |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of registrant as specified in its c |
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| December 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| December 8, 2022 |
GeoVax Labs, Inc. 2023 Stock Incentive Plan (18) Exhibit 10.1 GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN 1 GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b) Affil |
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| December 8, 2022 |
Exhibit 99.1 GeoVax Appoints Jayne Morgan, M.D., to its Board of Directors Dr. Morgan Brings Extensive COVID-19, Medical and Healthcare Management Expertise ATLANTA, GA, December 7, 2022 – GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing immunotherapies and vaccines against cancers and infectious diseases, announced today that it has appointed Jayne Morgan, M.D., to its Board o |
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| December 8, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| November 14, 2022 |
Exhibit 99.1 GeoVax Reports 2022 Third Quarter Financial Results and Provides Corporate Update Phase 2 Clinical Trials Advance for COVID-19 and Immuno-Oncology Company Secures Rights to NIH-MVA for Protection Against Monkeypox and Smallpox ATLANTA, GA, November 9, 2022 ? GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing immunotherapies and vaccines against cancers and infectious |
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| November 14, 2022 |
Conference Call Slide Presentation dated November 9, 2022 Exhibit 99.3 |
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| November 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| November 14, 2022 |
GeoVax Third Quarter 2022 Earnings November 9, 2022 Exhibit 99.2 GeoVax Third Quarter 2022 Earnings November 9, 2022 Presenters Gabrielle DeGravina - CG Capital David Dodd - Chairman, President and Chief Executive Officer Mark Reynolds - Chief Financial Officer Mark Newman - Chief Scientific Officer Kelly McKee - Chief Medical Officer Q&A Participants Jeffrey Kraws - Crystal Research Associates Leah Lowe - H.C. Wainwright Robert LeBoyer - Noble Cap |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| November 9, 2022 |
GEOVAX LABS, INC. Up to 6,134,968 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 9, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 6,134,968 Shares of Common Stock We are supplementing the prospectus dated March 9, 2022 covering the sale of up to 6,134,968 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named in |
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| November 9, 2022 |
GEOVAX LABS, INC. Up to 21,412,124 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated June 27, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 21,412,124 Shares of Common Stock We are supplementing the prospectus dated June 27, 2022 covering the sale of up to 21,412,124 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named |
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| November 9, 2022 |
GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock 424B3 1 govx20221107b424b3.htm FORM 424B3 Prospectus Supplement No. 3 To Prospectus dated March 9, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock We are supplementing the prospectus dated March 9, 2022 covering the sale of up to 1,819,966 shares of common stock, $0.001 par value, underlying warrants pr |
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| September 1, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| September 1, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| September 1, 2022 |
Exhibit 99.1 GeoVax Announces Addition to its Board of Directors Nicole Lemerond, CFA, Brings Healthcare Finance Expertise to the GeoVax Board ATLANTA, GA, September 1, 2022 ? GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancer, announced today that it has appointed Nicole Lemerond, CFA, to its Board of Dire |
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| August 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| August 4, 2022 |
Conference Call Slide Presentation dated August 3, 2022 Exhibit 99.3 |
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| August 4, 2022 |
Exhibit 99.2 1 GeoVax Labs, Incorporated 2022 Second Quarter Financial Results August 3, 2022 - 4:30 p.m. CORPORATE PARTICIPANTS David Dodd - Chairman and CEO Mark Reynolds - Chief Financial Officer Mark Newman, Ph.D. - Chief Scientific Officer Kelly McKee, MD, MPH - Chief Medical Officer John Sharkey, Ph.D. - Vice President Business Development GeoVax Labs, Incorporated Wednesday, August 3, 2022, |
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| August 4, 2022 |
Exhibit 99.1 GeoVax Reports 2022 Second Quarter Financial Results and Provides Corporate Update Advancing Phase 2 Clinical Trials for COVID-19 and Immuno-Oncology Evaluation of Company’s Vaccine Platform Against Monkeypox Underway ATLANTA, GA, August 3, 2022 – GeoVax Labs, Inc. (NasdaqCM: GOVX), a biotechnology company developing vaccines and immunotherapies against infectious diseases and cancers |
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| August 3, 2022 |
GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock Prospectus Supplement No. 2 To Prospectus dated March 9, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 1,819,966 Warrants to Purchase Common Stock We are supplementing the prospectus dated March 9, 2022 covering the sale of up to 1,819,966 shares of common stock, $0.001 par value, underlying warrants previously issued by us that are issuable at |
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| August 3, 2022 |
Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (17) Exhibit 10.12 Employment Agreement Between GeoVax, Inc. and John W. Sharkey, PhD This EMPLOYMENT AGREEMENT (the "Agreement") by and between GeoVax, Inc., a Georgia Corporation ("Company"), and John W. Sharkey, PhD ("Employee"; and with the Company, collectively, the "Parties"), is entered into and effective as of June 13, 2022 (the "Effective Date?). Employee will serve as VP, Business Development |
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| August 3, 2022 |
GEOVAX LABS, INC. Up to 6,134,968 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 9, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 6,134,968 Shares of Common Stock We are supplementing the prospectus dated March 9, 2022 covering the sale of up to 6,134,968 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named in |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| August 3, 2022 |
Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (17) Exhibit 10.11 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This AMENDMENT NUMBER ONE is between GEOVAX LABS, INC., a Georgia corporation (the "Company") and Mark J. Newman ("Employee") and is entered into effective as of the date the Company or Employee signs this Amendment Number One, whichever comes last. WHEREAS, the Company and Employee entered into a new employment agreement effective as of M |
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| August 3, 2022 |
Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (17) Exhibit 10.13 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This AMENDMENT NUMBER ONE is between GEOVAX LABS, INC., a Georgia corporation (the "Company") and John W. Sharkey ("Employee") and is entered into effective as of the date the Company or Employee signs this Amendment Number One, whichever comes last. WHEREAS, the Company and Employee entered into a new employment agreement effective as of |
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| August 3, 2022 |
GEOVAX LABS, INC. Up to 21,412,124 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated June 27, 2022 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 21,412,124 Shares of Common Stock We are supplementing the prospectus dated June 27, 2022 covering the sale of up to 21,412,124 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named |
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| June 27, 2022 |
GEOVAX LABS, INC. 21,412,124 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-265583 PROSPECTUS GEOVAX LABS, INC. 21,412,124 Shares of Common Stock This prospectus relates to the resale of up to an aggregate of 21,412,124 shares (the ?Common Shares?) of our common stock, par value $0.001 per share (the ?Common Stock?), consisting of (i) 9,090,910 shares of Common Stock issuable upon the exercise of pre-funded warrants is |
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| June 22, 2022 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 22, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-265583 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities A |
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| June 14, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| June 14, 2022 |
As filed with the Securities and Exchange Commission on June 14, 2022 As filed with the Securities and Exchange Commission on June 14, 2022 Registration No. |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ? Definitiv |
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| May 27, 2022 |
Form of RD Securities Purchase Agreement, dated May 25, 2022 (4) Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of May 25, 2022, between GeoVax Labs, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set for |
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| May 27, 2022 |
Form of PIPE Securities Purchase Agreement, dated May 25, 2022 (4) EX-10.1 3 ex380936.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2022, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject |
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| May 27, 2022 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated February 3, 2021) Registration No. |
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| May 27, 2022 |
Exhibit 99.1 GeoVax Announces $20 Million Registered Direct and PIPE Offerings Priced at a Premium to Market Under Nasdaq Rules ATLANTA, GA, May 25, 2022 ? GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company specializing in developing human vaccines and cancer immunotherapies, announced today that it has entered into a definitive agreement with a single healthcare-focused institutional inves |
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| May 27, 2022 |
Form of RD Preferred Investment Options, dated May 27, 2022 (4) Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 27, 2022 |
Exhibit 10.6 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 1,980,304 Issue Date: May 27, 2022 Initial Exercise Date: May 27, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, |
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| May 27, 2022 |
Form of PIPE Preferred Investment Options, dated May 27, 2022 (4) Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 27, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2022 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 27, 2022 |
Form of PIPE Pre-Funded Warrant, dated May 27, 2022 (4) Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 27, 2022 |
Form of Registration Rights Agreement, dated May 25, 2022 (4) Exhibit 10.4 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May [], 2022, by and between GeoVax Labs, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securitie |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ? Definitiv |
