Welcome to our dedicated page for Geovax Labs SEC filings (Ticker: GOVX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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GeoVax Labs, Inc. filed a Rule 424(b)(3) prospectus covering the resale of up to 11,904,768 shares of common stock, issuable upon exercise of September 2025 warrants issued in a September 30, 2025 private placement. The company will not receive proceeds from sales by the selling stockholders; it would receive cash only if holders exercise the warrants. If exercised for cash in full, gross proceeds would be approximately $7.5 million.
The selling stockholders may sell shares from time to time via market or negotiated transactions as detailed under the plan of distribution. GeoVax’s common stock trades on Nasdaq under GOVX; on October 15, 2025, the last reported sale price was $0.5967 per share. Shares outstanding were 29,705,360 as of October 17, 2025. The company notes a Nasdaq bid-price deficiency letter with a compliance date of January 27, 2026.
GeoVax Labs, Inc. filed a Form S-1 to register the resale of up to 11,904,768 shares of common stock issuable upon exercise of September 2025 warrants issued in a September 30, 2025 private placement. The company states it will not receive proceeds from Selling Stockholder sales; it would receive cash only if warrants are exercised.
If exercised for cash in full, gross proceeds would be approximately $7.5 million, intended for general corporate purposes and working capital. Shares outstanding were 29,705,360 as of October 17, 2025. The prospectus lists additional overhang figures, including 40,027,849 warrants outstanding with a weighted average exercise price of $0.70 per share, and option reserves under stock plans.
The filing notes the Nasdaq listing under “GOVX” and discloses a Nasdaq bid price deficiency with an initial compliance period through January 27, 2026.
GeoVax Labs (GOVX) called a Special Meeting on November 26, 2025 to seek stockholder approval for two actions. First, the company requests authorization to issue up to 11,904,768 shares of common stock upon exercise of its September 2025 Warrants at an exercise price of $0.63 per share, which expire five years after stockholder approval. These warrants include a 4.99% ownership blocker (increasable to 9.99% with notice) and price-adjustment features consistent with Nasdaq rules. If exercised in full, GeoVax notes potential gross proceeds of approximately $7,500,000.
Second, the Board seeks discretionary authority to implement a reverse stock split in a ratio between 1-for-10 and 1-for-25 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after a notice received on July 31, 2025, with the compliance period running to January 27, 2026. There were 29,705,360 shares outstanding as of September 30, 2025. The Board recommends voting FOR both proposals.
GeoVax Labs, Inc. filed an 8-K reporting a securities offering and related materials. The company engaged a placement agent and agreed to pay a cash fee equal to 7.0% of the gross proceeds plus reimbursement of certain expenses and legal fees. The Shares were offered under a Prospectus Supplement to an S-3 registration statement declared effective March 13, 2024 (File No. 333-277585). The company will issue accompanying Common Warrants and intends to issue the Warrant Shares pursuant to exemptions under Section 4(a)(2) and/or Rule 506(b) of Regulation D. Legal opinion and form agreements and exhibits are filed or incorporated by reference, and a press release dated September 30, 2025 announcing pricing is attached as an exhibit.
GeoVax Labs, Inc. (GOVX) submitted a Form 25 notification regarding removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing identifies the issuer's principal office in Smyrna, Georgia and includes Nasdaq's certification that it has complied with the applicable rule provisions for striking the class from the Exchange. The form references rule provisions under 17 CFR 240.12d2-2 and notes Form 25 and an attached notice satisfy related procedural requirements.
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