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.
GeoVax Labs, Inc. filings document a clinical-stage biotechnology issuer developing multi-antigenic vaccines and immunotherapies for infectious diseases and cancer. The company’s regulatory disclosures cover operating and financial results, research and development activity, clinical and regulatory updates for programs such as GEO-MVA, GEO-CM04S1 and Gedeptin, and risks associated with development-stage biotechnology operations.
Its SEC record also includes proxy materials on governance, executive compensation and equity awards; registration statements and 8-K reports covering common stock, warrants, registered offerings and other capital-structure matters; and material-event disclosures related to agreements, reporting status and shareholder voting matters.
GeoVax Labs, Inc. (GOVX) reports that Nasdaq has determined to delist its common stock after the company failed to maintain the $1.00 per share minimum bid price for 30 consecutive business days from July 16 through August 26, 2026, violating Nasdaq Listing Rule 5550(a)(2). Because GeoVax implemented a 1-for-25 reverse stock split on January 12, 2026, it is not eligible for the usual 180‑day cure period. The company had already been notified it did not meet the $2,500,000 stockholders’ equity requirement under Listing Rule 5550(b). Trading is expected to be suspended on September 8, 2026 unless GeoVax timely requests a hearing by September 3, 2026, which it plans to do. The stock will continue trading during the appeal, but there is no assurance of a favorable outcome or that listing compliance will be regained.
GeoVax Labs, Inc. (GOVX) entered into a warrant exercise inducement agreement with an existing institutional investor. The investor agreed to immediately exercise warrants to purchase 5,697,628 shares of common stock at $0.64 per share, providing gross cash proceeds of approximately $3,646,482 before fees and expenses.
In exchange, GeoVax issued new unregistered warrants to purchase up to 11,395,256 additional shares at $0.64 per share, exercisable for five years after shareholder approval is obtained. GeoVax will pay A.G.P./Alliance Global Partners a 7.0% cash fee on the gross proceeds and reimburse up to $40,000 of legal expenses. The company plans to use net proceeds for working capital and general corporate purposes and has agreed to file a Form S-1 resale registration and to seek stockholder approval by October 29, 2026.
GeoVax Labs, Inc. is reported to have 387,038 shares of its common stock beneficially owned by Armistice Capital, LLC and Steven Boyd, representing 4.99% of the outstanding class as of June 30, 2026. All of these shares are held with shared voting and dispositive power; neither reporting person has sole voting or dispositive authority. Armistice Capital serves as investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and may be deemed to beneficially own the securities held by the Master Fund. Steven Boyd, as managing member of Armistice Capital, may also be deemed a beneficial owner, while the Master Fund has the right to receive dividends and sale proceeds.
GeoVax Labs, Inc. received an updated ownership report from Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. These reporting persons together are deemed to beneficially own 118,715 shares of GeoVax common stock through warrants, representing 1.59% of the common stock, based on 7,369,243 shares outstanding as of July 27, 2026. The 118,715 shares are issuable upon exercise of warrants and are subject to 4.99% and 9.99% beneficial ownership blockers, limiting how much of the company they can beneficially own at any time. Each reporting person has sole voting and dispositive power over these shares and reports ownership of 5 percent or less of the class as of June 30, 2026.
GeoVax Labs, Inc. has three reporting persons—Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC—who report aggregate beneficial ownership of 273,657 shares of common stock as of the close of business in June 2026. This stake, held entirely through warrants exercisable into common stock, represents approximately 4.99% of the outstanding common stock, based on 5,210,465 shares outstanding as of May 21, 2026 plus the shares underlying two specified warrants.
The position consists of 72,050 shares issuable upon exercise of one Intracoastal warrant and 201,607 shares issuable upon exercise of a second Intracoastal warrant. Additional warrants held by Intracoastal for a further 1,848,825 shares are subject to 4.99% blocker provisions and therefore are excluded from the reported beneficial ownership. Without these blockers, the reporting persons may have been deemed to beneficially own 2,122,482 shares. Voting and dispositive power over the 273,657 shares is reported as shared, with no sole power.
GeoVax Labs, Inc. is the subject of an amended Schedule 13G filing by Jane Street Group, LLC and its subsidiaries Jane Street Capital, LLC and Jane Street Global Trading, LLC. The group reports beneficial ownership of 315,275 shares of GeoVax common stock, representing 4.3% of the class as of June 30, 2026. All reported GeoVax shares are held with shared voting and dispositive power; none are held with sole voting or dispositive authority. Subsidiaries Jane Street Capital, LLC and Jane Street Global Trading, LLC report shared voting and dispositive power over 161,270 and 154,005 shares, respectively. The filing indicates ownership of 5 percent or less of GeoVax’s outstanding common stock.
GeoVax Labs, Inc. reported Q2 2026 results with no revenue and a continued net loss as it advances its mpox/smallpox and oncology programs. For the three months ended June 30, 2026, net loss was $4.43 million, improving from $5.37 million a year earlier, as operating expenses declined to $4.44 million from $6.27 million driven by lower research and development spending.
For the first half of 2026, GeoVax recorded a net loss of $9.69 million versus $10.73 million in the prior-year period. Cash and cash equivalents were $3.14 million at June 30, 2026, with working capital of $1.46 million. The company raised approximately $7.25 million in the first half through common stock and warrant transactions, increasing shares outstanding to 7,369,243 from 1,732,147 at year-end 2025.
Management states existing cash is expected to fund operations only into September 2026 and discloses substantial doubt about the ability to continue as a going concern absent additional capital. Strategy has been reprioritized around the GEO-MVA mpox/smallpox vaccine and Gedeptin® oncology program, with the GEO-CM04S1 COVID-19 vaccine candidate discontinued. GeoVax also highlights new Nasdaq rules requiring a $5 million market value of listed securities, noting its common stock trades near that threshold and could face delisting risk.
GeoVax Labs, Inc. reported results for the quarter and six months ended June 30, 2026 and outlined progress on its lead programs. The company is preparing a pivotal GEO-MVA immunobridging study under an expedited regulatory pathway supported by Scientific Advice from the European Medicines Agency, with initiation planned in the second half of 2026. GeoVax is also advancing its Gedeptin gene-directed enzyme prodrug therapy in combination immunotherapy strategies and holds an exclusive intellectual property license from Emory University covering Gedeptin with immune checkpoint inhibitors.
For the three months ended June 30, 2026, GeoVax reported a net loss of $4,426,578, or $0.97 per share, versus $5,369,783, or $8.74 per share, a year earlier. For the six months, net loss was $9,688,499, or $2.94 per share, compared with $10,727,434, or $19.72 per share, in 2025. No revenue was recognized in 2026 following termination of the BARDA COVID-19 vaccine contract in 2025, versus $852,282 and $2,489,145 of government contract revenue in the prior-year quarter and six-month period. Research and development expenses were $3,110,508 for the quarter and $7,013,971 year-to-date, down from $4,728,998 and $10,083,586, mainly due to reduced GEO-CM04S1 COVID-19 vaccine activities after a May 2026 portfolio reprioritization. General and administrative expenses were $1,331,564 for the quarter and $2,700,982 for six months, compared with $1,542,190 and $3,229,635, reflecting lower investor relations and stock-based compensation costs.
As of June 30, 2026, GeoVax reported cash and cash equivalents of $3,143,000, similar to $3,086,000 at December 31, 2025. Total assets were $4,643,000, with total liabilities of $2,882,000 and stockholders’ equity of $1,761,000. Common shares outstanding increased to 7,369,243 from 1,732,147 at year-end. The company’s strategic focus now centers on GEO-MVA for mpox and smallpox and Gedeptin for solid tumors, following the decision to discontinue active development of the GEO-CM04S1 COVID-19 vaccine candidate.
GeoVax Labs, Inc. received a notice from Nasdaq on July 7, 2026 that it is not in compliance with the $2,500,000 minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), and it also does not meet the alternative market value or net income standards. The company has 45 calendar days, until August 21, 2026, to submit a compliance plan, after which Nasdaq Staff may grant up to a 180-day extension. Trading of the company’s common stock under the symbol GOVX on the Nasdaq Capital Market continues for now, while GeoVax evaluates options and prepares a plan; there is a risk of eventual delisting if compliance is not regained.
GeoVax Labs, Inc. director John N. Spencer Jr reported receiving a grant of stock options covering 6,000 shares of GeoVax common stock. The options have an exercise price of $1.18 per share, become exercisable on June 17, 2027, and expire on June 17, 2036. Following this grant, he holds 6,000 stock options directly.