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

Rhea-AI Filing Summary

GeoVax Labs, Inc. (GOVX) reported the results of a special stockholder meeting held on November 26, 2025. Stockholders representing 14,125,083 of the company’s 29,705,360 issued and outstanding common shares as of September 30, 2025, were present by proxy.

Stockholders approved a proposal, required under Nasdaq listing rules, to allow the issuance of up to 11,904,768 shares of common stock upon exercise of common stock purchase warrants that were issued to certain institutional investors in a September 30, 2025 private placement. The proposal received 5,806,374 votes for, 946,094 against, and 870,973 abstentions, with 6,501,642 broker non-votes.

They also approved an amendment to the Certificate of Incorporation to implement a reverse stock split of the issued and outstanding common stock at a ratio between 1-for-10 and 1-for-25, with the exact ratio to be set by the Board of Directors. This proposal received 11,850,760 votes for, 2,158,471 against, and 115,852 abstentions.

Positive

• None.

Negative

• Potential dilution from warrant exercises: Approval to issue up to 11,904,768 new common shares upon warrant exercise could materially increase the share count as warrants are exercised.
• Reverse stock split authorization: Approval of a 1-for-10 to 1-for-25 reverse split suggests a significant change in share structure, which is often associated with low share prices or listing concerns.

Insights

Capital structure & corporate actions analyst

GOVX holders approved sizable warrant share issuance and a flexible reverse split range.

The meeting outcomes materially affect GeoVax Labs’ capital structure. Stockholders approved issuance of up to 11,904,768 common shares tied to warrants issued in a private placement dated September 30, 2025. This permits those institutional investors to convert their warrants into equity, which can expand the share count over time as exercises occur.

Stockholders also approved a reverse stock split at a ratio between 1-for-10 and 1-for-25, with the exact ratio delegated to the Board of Directors. A reverse split consolidates existing shares into fewer, higher-priced shares without changing overall market capitalization. This type of authorization often aims to manage exchange listing requirements or share price levels, though the filing does not state a specific purpose.

Both approvals give the company board and warrant holders flexibility in how future equity levels evolve. Actual effects on trading dynamics and ownership will depend on the Board’s chosen reverse split ratio and the pace and extent of warrant exercises disclosed in subsequent filings.

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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):  November 26, 2025 

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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This Current Report on Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company,” “us” or “we”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “believe,” “look forward to,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “desire,” “target,” “potential,” “is likely,” “will,” “expect” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Except as required by law, the Company does not undertake to update its forward-looking statements.

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

The Company held a special meeting of stockholders on November 26, 2025. The Company received proxies totaling 14,125,083 of its 29,705,360 issued and outstanding shares of common stock as of the record date of September 30, 2025. The stockholders voted on the following proposals and the results of the voting are presented below.

Approval of the September 2025 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 11,904,768 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 September 30, 2025. There were 6,501,642 broker non-votes on this item.

For	Against	Abstain
5,806,374	946,094	870,973

Reverse Stock Split

Our stockholders approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio of not less than 1-for-10 and not greater than 1-for-25, such ratio to be determined by our Board of Directors. There were no broker non-votes on this item.

For	Against	Abstain
11,850,760	2,158,471	115,852

Item 9.01         Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 26, 2025

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

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FAQ

What did GeoVax Labs (GOVX) stockholders approve at the special meeting?

Stockholders approved the issuance of up to 11,904,768 shares of common stock upon exercise of certain warrants issued in a September 30, 2025 private placement, and approved an amendment to the Certificate of Incorporation to allow a reverse stock split in a range of 1-for-10 to 1-for-25, with the exact ratio to be set by the Board of Directors.

How many GeoVax (GOVX) shares were represented at the special meeting vote?

Proxies representing 14,125,083 of 29,705,360 issued and outstanding shares of common stock as of the September 30, 2025 record date were received for the special meeting.

What were the voting results on the GeoVax warrant exercise share issuance proposal?

For the proposal to approve issuance of up to 11,904,768 common shares upon exercise of certain warrants, stockholders cast 5,806,374 votes for, 946,094 against, and 870,973 abstentions, with 6,501,642 broker non-votes.

What reverse stock split did GeoVax (GOVX) stockholders authorize?

Stockholders approved a reverse stock split of GeoVax’s issued and outstanding common stock at a ratio of not less than 1-for-10 and not greater than 1-for-25, with the exact ratio to be determined by the Board of Directors.

How did stockholders vote on the GeoVax reverse stock split proposal?

The reverse stock split amendment received 11,850,760 votes for, 2,158,471 against, and 115,852 abstentions, with no broker non-votes reported.

Why was Nasdaq involved in the GeoVax warrant share issuance proposal?

The company stated that the proposal was to approve, pursuant to Nasdaq listing rules, the issuance of up to 11,904,768 shares of common stock upon exercise of common stock purchase warrants issued in the September 30, 2025 private placement.