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GeoVax Labs (NASDAQ: GOVX) plans appeal of Nasdaq delisting

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GeoVax Labs, Inc. (GOVX) reports that Nasdaq has determined to delist its common stock after the company failed to maintain the $1.00 per share minimum bid price for 30 consecutive business days from July 16 through August 26, 2026, violating Nasdaq Listing Rule 5550(a)(2). Because GeoVax implemented a 1-for-25 reverse stock split on January 12, 2026, it is not eligible for the usual 180‑day cure period. The company had already been notified it did not meet the $2,500,000 stockholders’ equity requirement under Listing Rule 5550(b). Trading is expected to be suspended on September 8, 2026 unless GeoVax timely requests a hearing by September 3, 2026, which it plans to do. The stock will continue trading during the appeal, but there is no assurance of a favorable outcome or that listing compliance will be regained.

Positive

  • None.

Negative

  • Nasdaq delisting determination due to bid price below $1.00 for 30 consecutive business days, creating risk to the GOVX Nasdaq listing.
  • Company is also noncompliant with Nasdaq’s $2,500,000 stockholders’ equity requirement, increasing the hurdles to regaining full listing compliance.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price for continued listing
Period of bid price noncompliance 30 consecutive business days From July 16, 2026 through August 26, 2026 closing bid below $1.00
Reverse stock split ratio 1-for-25 Reverse stock split effected on January 12, 2026
Stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b) minimum stockholders’ equity requirement
Expected trading suspension date September 8, 2026 Date trading is expected to be suspended absent a timely hearing request
Hearing request deadline September 3, 2026 Deadline set in the Staff Determination Letter to request a hearing
Staff Determination Letter regulatory
"received a Staff Determination Letter (the “Letter”) from the Listing"
A staff determination letter is a written decision from the employees of a government or market regulator about a specific filing, application or compliance question; it tells a company whether the regulator accepts, rejects or needs more information. For investors, it matters because the letter can affect a company’s ability to sell securities, keep a stock listing, or move forward with a product or transaction—similar to a building inspector’s report that decides if construction can continue.
Nasdaq Listing Rule 5550(a)(2) regulatory
"does not comply with Nasdaq Listing Rule 5550(a)(2), which requires"
Nasdaq Listing Rule 5810(c)(3)(A)(iv) regulatory
"under Nasdaq Listing Rule 5810(c)(3)(A)(iv), which applies when an"
Nasdaq Listing Rule 5550(b) regulatory
"not compliant with the minimum $2,500,000 stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)"
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
Nasdaq Hearings Panel regulatory
"request a hearing before the Nasdaq Hearings Panel before the September"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

Why did Nasdaq decide to delist GeoVax Labs (GOVX)?

Nasdaq issued a Staff Determination Letter after the closing bid price of GeoVax’s common stock stayed below $1.00 per share for 30 consecutive business days from July 16 through August 26, 2026, causing noncompliance with Nasdaq Listing Rule 5550(a)(2).

How does GeoVax’s prior reverse stock split affect its Nasdaq compliance?

GeoVax effected a 1-for-25 reverse stock split on January 12, 2026. Because this occurred within the prior year, Nasdaq determined the company is not eligible for the customary 180‑day compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv).

What other Nasdaq listing rule is GeoVax Labs (GOVX) not meeting?

GeoVax previously disclosed noncompliance with the $2,500,000 stockholders’ equity requirement under Nasdaq Listing Rule 5550(b), in addition to the minimum bid price deficiency described in the Staff Determination Letter.

When could trading in GeoVax Labs (GOVX) be suspended from Nasdaq?

Absent a timely hearing request, Nasdaq states that trading in GeoVax’s securities is expected to be suspended at the opening of business on September 8, 2026, following the Staff’s delisting determination.

What steps is GeoVax Labs (GOVX) taking in response to the Nasdaq delisting notice?

GeoVax plans to timely request a hearing before the Nasdaq Hearings Panel by the September 3, 2026 deadline. A timely request will stay further actions, and the stock will remain listed and trading during the appeal, though there is no assurance of continued listing.

Will GeoVax Labs (GOVX) definitely be delisted from Nasdaq?

No final outcome is stated. GeoVax will appeal to the Nasdaq Hearings Panel, and the stock remains listed during the process. However, the company notes there can be no assurance that continued listing will be granted or that all Nasdaq requirements will be regained.

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

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Learn about SEC filing dates
false 0000832489 0000832489 2026-08-27 2026-08-27
 
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): August 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 Employee Identification No.)
 
1955 Lake Park Drive, Suite 300
SmyrnaGeorgia 30080
(Address of principal executive offices) (Zip code)
 
(678384-7220
(Registrants 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On August 27, 2026, GeoVax Labs Inc. (the “Company”) received a Staff Determination Letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock from Nasdaq.
 
As set forth in the Letter states, the closing bid price of the Company’s common stock was below the $1.00 per share minimum required for continued listing for the 30 consecutive business days from July 16, 2026 through August 26, 2026. Nasdaq determined that the Company does not comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. Because the Company effected a 1-for-25 reverse stock split on January 12, 2026, Nasdaq further determined that the Company is not eligible for the customary 180-calendar day compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv), which applies when an issuer has effected a reverse stock split within the prior one-year period. As previously disclosed, the Company received a notification from Nasdaq that it was not compliant with the minimum $2,500,000 stockholders’ equity requirement under Nasdaq Listing Rule 5550(b). Absent a timely hearing request, trading in the Company’s securities is expected to be suspended at the opening of business on September 8, 2026.
 
The Company plans to timely request a hearing before the Nasdaq Hearings Panel before the September 3, 2026 deadline set forth in the determination letter. A timely hearing request will stay any further actions. The Company’s common stock will remain listed and continue trading on Nasdaq during the appeal process and pending a final determination by the Hearings Panel.
 
There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will ultimately regain compliance with all applicable Nasdaq listing requirements or that the Company’s shares of common stock will remain listed on Nasdaq following the hearing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
Description
 
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: August 28, 2026
 
GEOVAX LABS, INC.
 
 
By:
/s/ Mark W. Reynolds
 
Mark W. Reynolds
 
Chief Financial Officer
 

Filing Exhibits & Attachments

4 documents