GeoVax holders clear path for warrant share issuances

GeoVax Labs reported results from its annual shareholder meeting.

Rhea-AI Filing Summary

GeoVax Labs reported results from its annual shareholder meeting. Stockholders elected seven directors, ratified Wipfli LLP as independent auditor for the year ending December 31, 2026, and approved executive compensation on an advisory basis, including holding future say‑on‑pay votes every three years.

As of the April 20, 2026 record date, GeoVax had 2,892,570 shares of common stock outstanding and received proxies for 1,288,684 shares. Shareholders also approved three proposals under Nasdaq listing rules allowing issuance of up to 865,804, 1,269,316 and 1,702,986 shares of common stock upon exercise of previously issued warrants to institutional investors.

Positive

• None.

Negative

• Significant potential dilution from warrant share approvals: Shareholders authorized issuance of up to 865,804, 1,269,316 and 1,702,986 shares upon warrant exercise, a large potential increase versus 2,892,570 shares outstanding as of the record date.

Insights

Equity capital markets analyst

Shareholder approvals clear large warrant-driven share issuance, implying substantial potential dilution.

GeoVax Labs received shareholder approval under Nasdaq listing rules to issue up to 865,804, 1,269,316 and 1,702,986 shares upon exercise of existing warrants. These amounts are large compared with 2,892,570 shares of common stock outstanding as of April 20, 2026.

Because the warrants were already issued to institutional investors, these votes primarily govern whether the shares can be listed and issued upon exercise. Actual impact depends on if and when holders exercise the warrants, but the approvals establish a clear pathway for significant equity issuance.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 2,892,570 shares Proxies received: 1,288,684 shares February 2026 warrant shares: 865,804 shares +5 more

8 metrics

Shares outstanding 2,892,570 shares Common stock outstanding as of April 20, 2026 record date

Proxies received 1,288,684 shares Shares represented by proxy at annual meeting

February 2026 warrant shares 865,804 shares Maximum common shares issuable upon February 17, 2026 warrants

March 2026 warrant shares 1,269,316 shares Maximum common shares issuable from March 31, 2026 warrant inducement

May 2026 warrant shares 1,702,986 shares Maximum common shares issuable from May 7, 2026 warrant inducement

Auditor ratification votes for 1,185,525 votes Votes in favor of Wipfli LLP as 2026 auditor

Say-on-pay votes for 385,843 votes Advisory approval of named executive officer compensation

Broker non-votes 810,066 Broker non-votes on several non-routine proposals

Key Terms

broker non-votes, Nasdaq listing rules, warrant exercise inducement, independent registered public accounting firm, +2 more

6 terms

broker non-votes financial

"There were a total of 810,066 broker non-votes on this item."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Nasdaq listing rules regulatory

"to approve, pursuant to Nasdaq listing rules, the issuance of up to 865,804 shares"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

warrant exercise inducement financial

"in connect with the warrant exercise inducement which occurred on March 31, 2026."

A warrant exercise inducement is an extra benefit offered to holders of warrants to persuade them to convert those warrants into shares sooner or at all. Think of it like a limited-time bonus or coupon that makes using the warrant more attractive; it matters to investors because it can increase the number of shares outstanding, dilute existing ownership, change control stakes, and alter a company’s cash or equity position.

independent registered public accounting firm financial

"ratification of Wipfli LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Our stockholders approved, on an advisory basis, the compensation of our Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

frequency of future advisory votes financial

"the frequency of future advisory votes on the compensation of our Named Executive Officers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GeoVax Labs (GOVX) shareholders approve at the 2026 annual meeting?

Shareholders elected seven directors, ratified Wipfli LLP as auditor for 2026, approved executive compensation on an advisory basis, and supported a three-year frequency for future say-on-pay votes. They also approved three warrant-related share issuance proposals under Nasdaq listing rules.

How many GeoVax (GOVX) shares were outstanding and represented at the meeting?

GeoVax had 2,892,570 common shares outstanding as of the April 20, 2026 record date. The company received proxies for 1,288,684 shares, meaning less than half of outstanding shares were represented in person or by proxy for voting purposes.

What warrant share issuances did GeoVax (GOVX) shareholders approve?

Shareholders approved issuance of up to 865,804 shares tied to February 2026 warrants, 1,269,316 shares related to March 2026 warrant inducements, and 1,702,986 shares for May 2026 warrant inducements, all to certain institutional investors, pursuant to Nasdaq listing rules.

How did GeoVax (GOVX) shareholders vote on auditor ratification for 2026?

Shareholders ratified Wipfli LLP as GeoVax’s independent registered public accounting firm for the year ending December 31, 2026, with 1,185,525 votes for, 37,409 against, and 65,750 abstentions. There were no broker non-votes recorded on this auditor ratification item.

What was the outcome of GeoVax (GOVX) say-on-pay and frequency votes?

Shareholders approved executive compensation on an advisory basis, with 385,843 votes for, 65,826 against, and 26,949 abstentions. For the frequency of future say-on-pay votes, shareholders favored a three-year cycle, receiving 97,058 votes versus 339,064 for one year and 24,463 for two years.

Were there broker non-votes on GeoVax (GOVX) 2026 annual meeting items?

Yes. There were 810,066 broker non-votes on the director elections and on each proposal relating to warrant share issuances, as well as on the advisory say-on-pay and say-on-pay frequency votes. The auditor ratification proposal had no broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:32 PM EDT Learn about SEC filing dates

false 0000832489 0000832489 2026-06-17 2026-06-17

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):  June 17, 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. ☐

1

Item 5.07          Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on June 17, 2026. The Company received proxies totaling 1,288,684 of its 2,892,570 issued and outstanding shares of common stock as of the record date of April 20, 2026. The stockholders voted on the following proposals and the results of the voting are presented below.

Election of Directors

Our stockholders voted to elect the slate of directors consisting of seven members to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. There were a total of 810,066 broker non-votes on this item.

Nominee	​	For		​	​	Withheld		​
Randal D. Chase	​	​	420,305	​	​	​	58,313	​
David A. Dodd	​	​	418,963	​	​	​	59,655	​
Dean G. Kollintzas	​	​	420,198	​	​	​	58,420	​
Nicole Lemerond	​	​	417,920	​	​	​	61,426	​
Robert T. McNally	​	​	419,481	​	​	​	59,137	​
Jayne Morgan	​	​	420,422	​	​	​	58,196	​
John N. Spencer, Jr.	​	​	420,434	​	​	​	58,184	​

Approval of the February 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 865,804 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the private placement offering which occurred on February 17, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
395,198	65,103	18,317

Approval of the March 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 1,269,316 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the warrant exercise inducement which occurred on March 31, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
395,365	66,838	16,415

Approval of the May 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 1,702,986 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the warrant exercise inducement which occurred on May 7, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
375,831	35,336	67,451

Ratification of Independent Auditor

Our stockholders approved the ratification of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this item.

For	Against	Abstain
1,185,525	37,409	65,750

2

Advisory Vote on the Compensation of our Named Executive Officers

Our stockholders approved, on an advisory basis, the compensation of our Named Executive Officers (as defined in the Proxy Statement). There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
385,843	65,826	26,949

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

Our stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of our Named Executive Officers (as defined in the Proxy Statement). The determination was to hold such advisory votes on a three-year cycle.

1 Year	2 Years	3 Years	Abstain
339,064	24,463	97,058	18,033

3

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: June 17, 2026

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

4

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB