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. entered into a private placement with institutional investors for approximately $3 million in gross proceeds, issuing 2,027,027 pre-funded warrants and 4,054,054 common warrants priced at $1.4799 per pre-funded warrant and accompanying common warrants.
The pre-funded warrants are exercisable immediately at $0.0001/share until fully exercised, while the common warrants, split into Series A and Series B, are exercisable immediately at $1.48/share with five-year and 18‑month terms, respectively. Net proceeds of about $2.7 million are earmarked for working capital and general corporate purposes.
The unregistered securities were issued under Section 4(a)(2) and Rule 506 of Regulation D, with A.G.P./Alliance Global Partners receiving a 7% cash fee plus expense reimbursements as placement agent. Warrant exercises are subject to a beneficial ownership cap of 4.99%, or 9.99% at the holder’s option.
GeoVax Labs, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on June 17, 2026 and asks holders to vote on director elections and seven proposals, including stockholder approval to issue shares upon exercise of warrants issued in February, March and May 2026.
The proxy materials fix April 20, 2026 as the record date; as disclosed, there were 2,892,570 shares outstanding as of April 20, 2026. The Board recommends votes FOR election of seven director nominees and FOR the issuance of shares upon exercise of the February 2026, March 2026 and May 2026 warrants, ratification of the independent auditor, and advisory votes on executive compensation.
GEOVAX LABS, INC. ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 291,155 shares of Common Stock, representing 9.99% of the class as set forth in this amendment. The filing states Armistice Capital exercises shared voting and dispositive power over those shares.
GeoVax Labs reported a first quarter 2026 net loss of $5.3 million, similar to the $5.4 million loss a year earlier. Revenue fell to zero from $1.6 million in first quarter 2025 after termination of its BARDA/RRPV government contract for the GEO-CM04S1 COVID-19 program.
Research and development expenses declined to $3.9 million from $5.4 million, and general and administrative costs fell to $1.4 million from $1.7 million. Cash and cash equivalents were $1.3 million as of March 31, 2026, down from $3.1 million at December 31, 2025, with stockholders’ equity at $0.5 million.
Operationally, GeoVax highlighted plans to initiate an EMA-supported Phase 3 immunobridging trial for its GEO-MVA mpox/smallpox vaccine in the second half of 2026 and continued positioning of its Gedeptin® immuno-oncology platform, including an exclusive license from Emory University covering combinations with immune checkpoint inhibitors.
GeoVax Labs reported a first-quarter 2026 net loss of $5.26 million, similar to the prior year, but with a much weaker balance sheet. Revenue from government contracts fell to zero after termination of a BARDA contract that had generated $1.64 million in Q1 2025.
Research and development spending was $3.90 million and general and administrative expenses were $1.37 million, both lower than a year earlier as certain program and investor-relations costs declined. Cash and cash equivalents dropped to $1.27 million as of March 31 2026, with working capital of $0.14 million.
The company financed operations through equity offerings, an at-the-market program, and warrant exercises raising roughly $1.72 million in the quarter, plus additional inducement-related warrant exercises in May. Management states existing cash is expected to fund operations only into June 2026 and discloses substantial doubt about GeoVax’s ability to continue as a going concern.
GeoVax Labs, Inc. reports that, as of March 31, 2026, each of the reporting persons — Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC — may be deemed to beneficially own 233,337 shares of common stock, representing 9.99% of the class. The 233,337 shares combine 121,200 shares held directly by Intracoastal and 112,137 shares issuable upon exercise of an Intracoastal warrant. The filing states there are 2,223,577 shares outstanding as of February 17, 2026 used for this calculation and describes multiple additional warrants with blocker provisions that limit exercise and additional ownership; without those blockers the reporting persons could be deemed to beneficially own 1,226,217 shares.
GeoVax Labs, Inc. is soliciting proxies for its Annual Meeting of Stockholders to be held June 17, 2026 to elect seven directors and to seek approval of multiple warrant-exercise proposals and related governance items.
The record date for voting is April 20, 2026; there were 2,892,570 shares outstanding as of April 20, 2026, and a quorum requires 964,191 shares. Key matters include election of seven director nominees and stockholder votes on the proposed issuance of up to 865,804, 1,269,316, and up to 1,002,288 shares upon exercise of the February, March and May 2026 warrants, respectively, plus ratification of the independent auditor and advisory votes on executive compensation.
GeoVax Labs, Inc. entered into a warrant inducement transaction with institutional investors, who agreed to immediately exercise existing warrants to purchase 501,144 shares of common stock for gross cash proceeds of approximately $595,000, before fees and expenses.
In return, the investors will receive new unregistered warrants to purchase up to 1,002,288 shares of common stock at an exercise price of $1.65 per share. The new warrants will become exercisable after shareholder approval of the underlying shares and will expire five years after that approval date. GeoVax engaged A.G.P./Alliance Global Partners as exclusive financial advisor, paying a 7.0% cash fee on gross proceeds and reimbursing up to $40,000 of legal expenses.
GeoVax Labs, Inc. is calling a June 17, 2026 annual stockholder meeting in Atlanta to elect seven directors, approve two key warrant-exercise share issuances, ratify its independent auditor, and hold advisory votes on executive pay and the future frequency of say‑on‑pay votes.
The proxy details board structure, director and executive biographies, compensation, equity plans, and large 2025–2026 capital raises using common stock, pre‑funded warrants, and common warrants, including new February and March 2026 warrant structures that require stockholder approval before full exercise.