GeoVax Labs, Inc. (GOVX) filed a resale registration for up to 11,395,256 shares of common stock issuable upon exercise of an August 2026 common warrant held by a single institutional selling stockholder. The company will not receive proceeds from resales, only from any cash warrant exercises.
GeoVax is a clinical-stage biotech focused on its GEO-MVA mpox/smallpox vaccine, with a pivotal Phase 3 trial planned for the fourth quarter of 2026, and Gedeptin®, an oncolytic gene-directed therapy for head and neck cancer with a Phase 2 trial planned for the second half of 2027. The company incurred a $21.5 million net loss in 2025 and $9.7 million for the six months ended June 30, 2026, has a going concern opinion, and believes existing cash funds operations only into October 2026, while also facing Nasdaq listing deficiency notices and an upcoming delisting hearing.
GeoVax Labs, Inc. (GOVX) has called a special stockholder meeting on October 27, 2026 to vote on two key proposals. The first seeks approval to issue up to 11,395,256 shares of common stock upon exercise of an August 2026 warrant with a $0.64 per-share exercise price, in order to comply with Nasdaq Listing Rules 5635(b) and 5635(d) and potentially raise up to $7.29 million in gross proceeds. These shares would represent about 55.6% of common stock on a post‑exercise basis, though a 4.99% blocker limits the warrant holder’s beneficial ownership at any time.
The second proposal would authorize the Board, at its discretion, to implement a reverse stock split of the outstanding common stock at a ratio between 1‑for‑10 and 1‑for‑25 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a Nasdaq staff determination to delist following a prior 1‑for‑30 reverse split in January 2026. There were 9,093,871 shares outstanding as of August 28, 2026; the reverse split would reduce the share count proportionally without changing each holder’s percentage ownership, and may involve cash or rounding up for fractional shares at the Board’s discretion.
GeoVax Labs, Inc. (GOVX) reported that it has appealed a Nasdaq delisting determination related to the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and has been granted a hearing before a Nasdaq Hearings Panel on October 13, 2026. The hearing request stays any suspension or delisting action for now, so GeoVax’s common stock is expected to continue trading on The Nasdaq Capital Market under the symbol GOVX at least through the hearing and any extension period granted.
The company states it will present a plan to regain and maintain compliance while continuing to advance its key programs, including GEO-MVA, an MVA-based mpox and smallpox vaccine being prepared for a pivotal Phase 3 trial under an expedited regulatory pathway, and Gedeptin, a gene-directed enzyme prodrug therapy for head and neck cancer being advanced into combination and earlier-line settings. GeoVax also highlights its broader MVA vaccine platform, biodefense and global health focus, and ongoing pursuit of strategic partnerships and funding.
GeoVax Labs, Inc. (GOVX) has called a special stockholder meeting on October 27, 2026 to vote on two key proposals. First, stockholders are asked to approve the issuance of up to 11,395,256 shares of common stock upon exercise of an August 2026 warrant held by an institutional investor, as required under Nasdaq Listing Rules 5635(b) and 5635(d). The warrant has a $0.64 exercise price and could generate up to $7,292,964 in gross proceeds if fully exercised, but would significantly increase the share count and dilute existing holders.
Second, GeoVax seeks authority to effect a reverse stock split of its outstanding common stock at a ratio between 1-for-10 and 1-for-25, at the Board’s discretion, to help regain compliance with Nasdaq’s $1.00 minimum bid requirement. GeoVax received a Nasdaq staff determination letter on August 27, 2026 to delist its shares after trading below $1.00 for 30 consecutive business days, and it plans to request a hearing to stay suspension while pursuing this reverse split authorization.
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.