[8-K] GeoVax Labs, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

GeoVax trades near-term dilution for $863K in cash runway.

GeoVax is inducing holders of higher-priced warrants to exercise 634,658 existing warrants at $1.36, raising about $863,000 in gross proceeds. In return, investors receive 1,269,316 new five-year warrants at the same price, contingent on stockholder approval.

This structure accelerates cash into the company while extending potential future dilution through longer-dated warrants. A 7.0% advisory fee plus up to $40,000 in legal costs reduces net proceeds, but the company gains flexibility to fund its vaccine and immunotherapy programs.

The impact will depend on whether stockholders approve the new warrants by May 21, 2026 and how many are ultimately exercised. Future filings around the planned S-1 registration and the stockholder meeting will clarify the realized dilution and cash inflows over time.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Existing warrants exercised: 634,658 shares Reduced exercise price: $1.36 per share Gross proceeds: $863,000 +5 more

8 metrics

Existing warrants exercised 634,658 shares Existing warrants exercised immediately under inducement

Reduced exercise price $1.36 per share Exercise price for existing and new warrants

Gross proceeds $863,000 Cash raised from induced warrant exercises

New warrants issued 1,269,316 shares Shares underlying new warrants granted to investors

Advisor cash fee 7.0% of gross proceeds Fee payable to A.G.P./Alliance Global Partners

Legal expense reimbursement cap $40,000 Maximum accountable legal expenses reimbursed to advisor

Stockholder approval deadline May 21, 2026 Date by which stockholder approval is to be obtained

S-1 filing window 20 days Time after closing to file resale registration statement

Key Terms

warrant inducement, private placement, Regulation D, Section 4(a)(2), +2 more

6 terms

warrant inducement financial

"announced its entry into a warrant inducement agreement with existing healthcare-focused institutional investors"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

private placement financial

"the investor will receive, in a private placement, new unregistered warrants to purchase up to 1,269,316 shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Regulation D regulatory

"issued in the Concurrent Private Placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption under Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Form S-1 regulatory

"agreed to file a registration statement on Form S-1 providing for the resale of the New Warrant Shares"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

stockholder approval financial

"will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained"

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

Understanding 8-K Material Events →

false 0000832489 0000832489 2026-03-31 2026-03-31

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):  March 31, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2026, GeoVax Labs Inc. (the “Company”), entered into common stock warrant exercise inducement offer letters (the “Inducement Letters”) with holders (the “Holders”) of existing warrants to purchase shares of the Company’s common stock issued on (i) May 21, 2024, which are exercisable for 64,228 shares of common stock (with a current exercise price of $8.22 per share) (the “May 2024 Warrants”), (ii) July 12, 2024, which are exercisable for 86,800 shares of common stock (with a current exercise price of $14.29 per share) (the “July 2024 Warrants”), (iii) August 21, 2024 and August 30, 2024, which are exercisable for 68,000 and 39,025 shares of common stock, respectively (with a current exercise price of $32.75 per share) (collectively, the “August 2024 Warrants”) (iv) March 25, 2025, which are exercisable for 137,405 shares of common stock (with a current exercise price of $32.75 per share) (the “March 2025 Warrants”), (v) July 2, 2025, which are exercisable for 239,200 shares of common stock (with a current exercise price of $2.31 per share) (the “July 2025 Warrants”), and (vi) September 30, 2025, which are exercisable for 158,732 shares of common stock (with a current exercise price of $1.4103 per share) (the “September 2025 Warrants” and collectively with the May 2024 Warrants, the July 2024 Warrants, the August 2024 Warrants, the March 2025 Warrants, the July 2025 Warrants and the September 2025 Warrants, the “Existing Warrants”), pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 634,658 shares of the Company’s common stock, at a reduced exercised price of $1.36 per share, in consideration for the Company’s agreement to issue new warrants (the “New Warrants”) to purchase an aggregate of up to 1,269,316 shares of the Company’s common stock (the “New Warrant Shares”) with an exercise price of $1.36 per share, exercisable on or after the date  on which approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market from the stockholders of the Company with respect to the exercise of the New Warrants and the issuance of all of the Warrant Shares upon exercise thereof and will expire five years following the date of issuance. The Company expects to receive aggregate gross proceeds of approximately $863,000 from the exercise of the Existing Warrants by the Holders, before deducting financial advisor fees and other offering expenses payable by the Company. The New Warrants are substantially identical to the Existing Warrants.

The Company engaged A.G.P./Alliance Global Partners (“AGP”) to act as its exclusive financial advisor in connection with the transactions summarized above and will pay Dawson a cash fee equal to 7.0% of the gross proceeds received from the exercise of the Existing Warrants. The Company also agreed to reimburse AGP up to $40,000 for its accountable legal expenses in connection with the transaction. The issuance of the New Warrants is expected to occur on April 1, 2026 (the “Closing Date”), subject to satisfaction of customary closing conditions. We expect to use the net proceeds from these transactions for general corporate purposes. The Company has agreed that the Holders shall have the option to exercise the remaining balance of the Existing Warrants for additional shares of common stock of the Company based on the terms of the Inducement Letters within 15 days from the Closing Date.

The resale of the shares of the Company’s common stock issuable upon exercise of the Existing Warrants are registered pursuant to existing registration statements on Form S-1 (File No. 333-280040), declared effective by the Securities and Exchange Commission (the “SEC”) on June 18, 2024; Form S-1 (File No. 333-281310), declared effective by the SEC on August 12, 2024; Form S-1 (File Nos. 333-281972), declared effective by the SEC on September 13, 2024; Form S-1 (File No. 333-281973), declared effective by the SEC on September 13, 2024; Form S-3 (File No. 333-277585), declared effective by the SEC on March 13, 2024; Form S-1 (File No. 333-288085), declared effective by the SEC on June 20, 2025; and Form S-1 (File No. 333-290941), declared effective by the SEC on November 7, 2025.

The Company also agreed to file a registration statement on Form S-1 providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within 20 days of the Closing Date, and to use commercially reasonable efforts to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company further agreed to hold an annual or special meeting of stockholders on or prior to May 21, 2026, for the purpose of obtaining Stockholder Approval.

The forms of the New Warrants and Inducement Letter are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The description of the terms of the New Warrants and Inducement Letters are not intended to be complete and are qualified in its entirety by reference to such exhibits. The Inducement Letters contain customary representations, warranties and covenants by us which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The description of the New Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

The Company issued the New Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Regulation D issued thereunder. Neither the issuance of the New Warrants nor the New Warrant Shares have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy our securities.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
4.1	Form of Common Stock Purchase Warrant, dated March 31, 2026
10.1	Form of Inducement Letter, dated March 31, 2026
99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Date: March 31, 2026

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

Exhibit 99.1

GeoVax Announces a Warrant Inducement Transaction

ATLANTA, GA - March 31, 2026 (NEWMEDIAWIRE) - GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies against infectious diseases and cancer, today announced its entry into a warrant inducement agreement with existing healthcare-focused institutional investors of the Company for the immediate exercise of existing warrants (the "Existing Warrants") to purchase up to 634,658 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a reduced exercise price of $1.36 for gross cash proceeds of approximately $863,000, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive, in a private placement, new unregistered warrants to purchase up to 1,269,316 shares of Common Stock (the “New Warrants”). The New Warrants will have an exercise price of $1.36, will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained (the “Approval Date”), and will expire five (5) years following the Approval Date. The closing of the warrant inducement transaction is expected to occur on or about April 1, 2026, subject to satisfaction of customary closing conditions.

The private placement of the New Warrants and the shares of Common Stock underlying the New Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the Concurrent Private Placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company focused on the development of vaccines and immunotherapies addressing high-consequence infectious diseases and solid tumor cancers. GeoVax's priority program is GEO-MVA, a Modified Vaccinia Ankara (MVA)–based vaccine targeting mpox and smallpox. The program is advancing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026, to address critical global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness. In oncology, GeoVax is developing Gedeptin(R), a gene-directed enzyme prodrug therapy (GDEPT) designed to enhance immune checkpoint inhibitor activity. Gedeptin has completed a multicenter Phase 1/2 clinical trial in advanced head and neck cancer and is being advanced into combination strategies, including planned neoadjuvant and first-line settings. GeoVax's broader pipeline includes the development of GEO-CM04S1, a next-generation COVID-19 vaccine candidate being evaluated in immunocompromised and other patient populations. GeoVax maintains a global intellectual property portfolio supporting its infectious disease and oncology programs and continues to evaluate strategic partnerships and funding opportunities aligned with its development priorities. For more information, visit www.geovax.com.

Forward-Looking Statements

This release contains forward-looking statements regarding GeoVax's business plans. The words "believe," "look forward to," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax is able to obtain acceptable results from ongoing or future clinical trials of its investigational products, GeoVax's immuno-oncology products and preventative vaccines can provoke the desired responses, and those products or vaccines can be used effectively, GeoVax's viral vector technology adequately amplifies immune responses to cancer antigens, GeoVax can develop and manufacture its immuno-oncology products and preventative vaccines with the desired characteristics in a timely manner, GeoVax's immuno-oncology products and preventative vaccines will be safe for human use, GeoVax's vaccines will effectively prevent targeted infections in humans, GeoVax's immuno-oncology products and preventative vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete development, there is development of competitive products that may be more effective or easier to use than GeoVax's products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors, over which GeoVax has no control.

Further information on our risk factors is contained in our periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

info@geovax.com

678-384-7220

Media Contact:

Jessica Starman

media@geovax.com

###

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.4 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 46.6 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 91.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB