GeoVax holders approve 1-for-10 to 1-for-25 reverse split

The board will determine the reverse-split ratio within the approved range of not less than 1-for-10 and not greater than 1-for-25.

Rhea-AI Filing Summary

GeoVax Labs, Inc. (GOVX) stockholders approved two proposals at a special meeting on October 27, 2026. The August 2026 Warrant Exercise Proposal permits, pursuant to Nasdaq listing rules, issuance of up to 11,395,256 common shares upon exercise of warrants issued to an institutional investor in connection with the warrant exercise inducement on August 25, 2026.

Stockholders also approved an amendment to effect a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25, with the board determining the ratio. Proxies represented 4,326,013 of the 9,093,871 issued and outstanding common shares as of August 28, 2026. The warrant proposal received 1,492,403 votes for, 458,659 against and 44,131 abstentions, with 2,330,820 broker non-votes. The reverse-split proposal received 3,484,374 votes for, 828,802 against and 12,837 abstentions, with no broker non-votes.

Filing Explained

The approved reverse split changes share count and per-share price proportionally, but not company value by itself.

At the October 27, 2026 meeting, GeoVax stockholders approved a proposal permitting up to 11,395,256 common shares to be issued upon warrant exercise; if issued, those shares would increase the share count and reduce existing holders’ percentage ownership.

They also approved a reverse-split amendment, with the board to choose a 1-for-10 to 1-for-25 ratio; a reverse split reduces share count and proportionally raises per-share price, without changing company value by itself.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Common shares issued and outstanding: 9,093,871 shares Proxies received: 4,326,013 shares Shares issuable upon warrant exercise: Up to 11,395,256 shares +3 more

6 metrics

Common shares issued and outstanding 9,093,871 shares As of the August 28, 2026 record date

Proxies received 4,326,013 shares Special meeting

Shares issuable upon warrant exercise Up to 11,395,256 shares Approved August 2026 Warrant Exercise Proposal

Approved reverse stock split ratio Not less than 1-for-10 and not greater than 1-for-25 Ratio to be determined by the board

Votes for warrant proposal 1,492,403 votes August 2026 Warrant Exercise Proposal

Votes for reverse-split proposal 3,484,374 votes Reverse Stock Split proposal

Key Terms

broker non-votes, warrant exercise inducement, reverse stock split

3 terms

broker non-votes technical

"There were 2,330,820 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.

warrant exercise inducement financial

"in connection with the warrant exercise inducement which occurred on August 25, 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.

reverse stock split financial

"effect a reverse stock split of our issued and outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

How many GOVX shares could be issued under the approved warrant proposal?

Stockholders approved a proposal permitting issuance of up to 11,395,256 common shares upon exercise of warrants issued to an institutional investor in connection with the warrant exercise inducement on August 25, 2026.

What reverse stock split range did GOVX stockholders approve?

Stockholders approved an amendment for a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25. The board will determine the ratio.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/27/2026 - 01:00 PM EDT Accepted by SEC EDGAR 10/27/2026 - 01:00 PM EDT Learn about SEC filing dates

false 0000832489 0000832489 2026-10-27 2026-10-27

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):  October 27, 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 Employer 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

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 October 27, 2026. The Company received proxies totaling 4,326,013 of its 9,093,871 issued and outstanding shares of common stock as of the record date of August 28, 2026. The stockholders voted on the following proposals and the results of the voting are presented below.

Approval of the August 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 11,395,256 shares of our common stock upon exercise of common stock purchase warrants issued to a certain institutional investor in connect with the warrant exercise inducement which occurred on August 25, 2026. There were 2,330,820 broker non-votes on this item.

For	Against	Abstain
1,492,403	458,659	44,131

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
3,484,374	828,802	12,837

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

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

2

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: October 27, 2026

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

3

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