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.
The GeoVax Labs, Inc. (GOVX) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, giving investors a structured view of its capital markets activity, governance decisions, and development funding. As a smaller reporting company, GeoVax files registration statements, current reports, and proxy materials that outline its financing transactions, stockholder approvals, and contractual arrangements.
Through registration statements on Form S-1 and Form S-3, GeoVax registers offerings of common stock and warrants, as well as the resale of warrant shares issued in private placements. These filings describe offerings such as registered direct financings and concurrent private placements of common warrants, the number of shares and warrants involved, and intended uses of proceeds, including research and development, manufacturing, clinical studies, capital expenditures, and working capital.
Form 8-K current reports provide details on material events, including the pricing and closing of offerings, entry into placement agency and purchase agreements, government contract developments, and the release of quarterly financial results. 8-K filings also cover special stockholder meetings and the outcomes of votes on proposals such as warrant share issuance approvals and reverse stock split authorizations.
Proxy materials, such as the DEF 14A special meeting proxy statement, outline proposals submitted to stockholders, the rationale for actions like reverse stock splits or warrant exercise approvals, and the mechanics of voting. In addition, Form 25 filings document the removal from listing and/or registration of specific GeoVax securities, such as warrants, from Nasdaq Stock Market LLC.
On Stock Titan, these filings are complemented by AI-powered summaries that help explain complex documents in plain language. Investors can quickly see the key terms of financing agreements, understand the implications of stockholder votes, and track how government contracts like the BARDA/Project NextGen award are reflected in the company’s disclosures. Real-time updates from EDGAR ensure that new 8-Ks, S-1s, proxy statements, and other filings are available promptly, while dedicated sections for warrant-related disclosures and capital structure changes help users follow the evolution of GOVX’s securities over time.
GeoVax Labs, Inc. entered into a warrant inducement agreement with institutional investors, leading to the immediate cash exercise of existing warrants for 634,658 shares of common stock at a reduced exercise price of $1.36 per share, generating approximately $863,000 in gross proceeds.
In exchange, investors will receive new unregistered warrants to purchase up to 1,269,316 additional shares at $1.36 per share, exercisable after stockholder approval and expiring five years later. The company plans to use net proceeds for working capital and general corporate purposes, pay a 7.0% cash fee to its financial advisor, and seek stockholder approval by May 21, 2026.
GEOVAX LABS, INC. ownership update: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 2,675,610 common shares, representing 8.26% of the outstanding common stock as of 12/31/2025.
The filing states Armistice Capital exercises shared voting and shared dispositive power over those shares through its role as investment manager to Armistice Capital Master Fund Ltd., and Mr. Boyd is reported as the managing member. The Master Fund disclaims direct beneficial ownership by virtue of the Investment Management Agreement.
GeoVax Labs, Inc. entered into definitive agreements for a registered direct offering of 432,902 shares of common stock or pre-funded warrants at $2.31 per share (or $2.30999 per pre-funded warrant), together with a concurrent private placement of Series A-1 and A-2 common warrants.
The company expects gross proceeds of about $1 million and net proceeds of approximately $865,000, and plans to use the cash for working capital, general corporate purposes and to advance its product candidates. The deal includes 432,902 Series A-1 and 432,902 Series A-2 warrants at a $2.31 exercise price, exercisable after stockholder approval, and a repricing of 236,000 existing warrants down to $2.31 per share.
GeoVax Labs, Inc. is registering 402,000 shares of common stock and 30,902 pre-funded warrants, plus 30,902 shares issuable upon their exercise, in a public offering priced at $2.31 per share and $2.30999 per pre-funded warrant. Gross proceeds are expected to be about $1,000,003.31, with estimated net proceeds of approximately $865,000 after placement fees and expenses.
The company will use the funds to advance its vaccine and immunotherapy pipeline, including COVID-19 candidate GEO-CM04S1, oncology therapy Gedeptin and Mpox/smallpox vaccine GEO-MVA, as well as for manufacturing, clinical studies, capital spending and working capital. A concurrent private placement will issue 865,804 unregistered common warrants exercisable at $2.31, which could provide additional cash if exercised.
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 547,715 GeoVax Labs common stock equivalents as of 12/31/2025. These relate to warrants to purchase common stock acquired in July, September, and December 2025 private transactions.
The position represents 1.79% of GeoVax’s common stock class, based on 30,058,786 shares outstanding from a Form S-1. L1 Capital has sole voting and dispositive power over all 547,715 shares and certifies the holdings are not for the purpose of changing or influencing control of GeoVax.
GeoVax Labs, Inc. received an updated ownership report showing that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC together reported beneficial ownership of 4,806,174 shares of common stock as of December 31, 2025. These shares are all issuable upon exercise of three warrants held by Intracoastal and currently represent about 9.99% of the common stock.
The percentage is based on 43,303,682 shares outstanding as of December 22, 2025 plus the warrant shares counted for this calculation. Additional warrant shares are contractually blocked from exercise above ownership caps of 9.99% and 4.99%. The reporting holders certify the position is not held to change or influence control of GeoVax.
GeoVax Labs, Inc. received a Schedule 13G reporting that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri each beneficially own 4,810,451 shares of common stock, or 9.99% of the class as of December 31, 2025.
The reported position consists of 4,810,451 shares of common stock issuable upon exercise of warrants held by the reporting persons, which are subject to 4.99% and 9.99% beneficial ownership blockers. The percentage is based on 43,303,682 GeoVax common shares outstanding as of December 22, 2025.
The reporting persons certify the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of GeoVax Labs, Inc.
GeoVax Labs, Inc. files a prospectus supplement that currently permits additional at-the-market sales of its common stock of up to approximately $3,116,227 through A.G.P./Alliance Global Partners under an existing Form S-3 program. This updates an earlier $30,000,000 at-the-market facility under which the company has already sold 4,525,449 shares for $9,269,560.
The supplement reflects limits under General Instruction I.B.6 of Form S-3, tied to GeoVax’s public float. The aggregate market value of common stock held by non-affiliates is stated as $17,804,611, based on 1,728,603 non-affiliate shares at $10.30 per share as of December 8, 2025, and the company notes it has raised $2,818,643 under this instruction in the past twelve months. GeoVax’s stock trades on the Nasdaq Capital Market under the symbol GOVX, with a last reported price of $3.15 on January 23, 2026.
GeoVax Labs, Inc. approved and implemented a 1-for-25 reverse stock split of its common stock effective upon filing a Certificate of Amendment on January 9, 2026. Every twenty-five shares of existing common stock were automatically combined into one share of new common stock, with the par value per share remaining $0.001.
No fractional shares were issued; any fractional amounts were rounded up to the next whole share. The company states that each stockholder’s percentage ownership and proportional voting power remain essentially the same apart from minor changes from rounding, and the rights and privileges attached to the common stock are substantially unaffected.