GeoVax Labs (NASDAQ: GOVX) completes 1-for-25 reverse split of shares

Rhea-AI Filing Summary

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.

Insights

Equity structure analyst

GeoVax consolidates shares 1-for-25 without changing ownership percentages.

GeoVax Labs, Inc. has executed a 1-for-25 reverse stock split via a Certificate of Amendment to its Certificate of Incorporation. Each block of twenty-five shares of existing common stock has been combined into one share, while the stated par value remains $0.001 per share. This type of action reduces the number of shares outstanding but keeps the overall economic interest in the company the same.

The company indicates that stockholders’ percentage ownership and proportional voting power stay unchanged apart from minor effects from rounding up fractional shares. No fractional shares are issued; instead, any fractional result is rounded up to the next whole share, which slightly adjusts individual positions. The filing also includes a new form of stock certificate to reflect the post-split common stock.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  January 9, 2026

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39563		87-0455038
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

1955 Lake Park Drive, Suite 300

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GOVX	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, information regarding the Reverse Stock Split (as defined in Item 5.03 below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 9, 2026, GeoVax Labs, Inc. (the “Company” or “we”) filed a Certificate of Amendment to our Certificate of Incorporation effecting a 1-for-25 reverse stock split pursuant to which each twenty-five (25) shares of the Company’s Common Stock, par value $0.001 per share (“Old Common Stock”), issued and outstanding immediately prior to the filing automatically and without any action on the part of the respective holders thereof, was combined and reclassified into one (1) share of Common Stock, par value $0.001 per share (the “New Common Stock”) (and such combination and conversion, the “Reverse Stock Split”). No fractional shares of New Common Stock were issued in connection with the Reverse Stock Split. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power remains unchanged, except for minor changes and adjustments resulting from the rounding up of any fractional shares to the next whole number of shares. The rights and privileges of the holders of shares of Common Stock are substantially unaffected by the Reverse Stock Split.

The foregoing summary is qualified in its entirety by reference to the text of the Certificate of Amendment to the Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed January 9, 2026
4.1		Form of Stock Certificate to be issued after January 9, 2026 to represent the Company’s Common Stock, par value $0.001 per share
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 12, 2026

	GEOVAX LABS, INC.
	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

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FAQ

What did GeoVax Labs (GOVX) announce in this 8-K filing?

GeoVax Labs, Inc. reported that it filed a Certificate of Amendment to its Certificate of Incorporation to effect a 1-for-25 reverse stock split of its common stock on January 9, 2026.

What is the ratio of GeoVax Labs' (GOVX) reverse stock split?

The reverse stock split is 1-for-25, meaning each twenty-five shares of old common stock were automatically combined and reclassified into one share of new common stock with the same $0.001 par value.

How are fractional shares treated in GeoVax Labs’ reverse stock split?

GeoVax Labs did not issue fractional shares in the reverse stock split. Any fractional share amounts were rounded up to the next whole number of shares of new common stock.

Does the reverse stock split change GeoVax Labs stockholders’ ownership percentage?

The company states that each stockholder’s percentage ownership interest and proportional voting power remain unchanged, except for minor adjustments caused by rounding up fractional shares.

Are the rights of GeoVax Labs (GOVX) common stockholders affected by the reverse split?

According to the company, the rights and privileges of holders of common stock are substantially unaffected by the 1-for-25 reverse stock split.

What exhibits did GeoVax Labs file in connection with the reverse stock split?

GeoVax filed as exhibits the Certificate of Amendment to its Certificate of Incorporation, a form of stock certificate to be used after January 9, 2026, and the cover page interactive data file.