GeoVax Labs (GOVX) swaps $3.6M now for future warrant upside

Rhea-AI Filing Summary

GeoVax Labs, Inc. (GOVX) entered into a warrant exercise inducement agreement with an existing institutional investor. The investor agreed to immediately exercise warrants to purchase 5,697,628 shares of common stock at $0.64 per share, providing gross cash proceeds of approximately $3,646,482 before fees and expenses.

In exchange, GeoVax issued new unregistered warrants to purchase up to 11,395,256 additional shares at $0.64 per share, exercisable for five years after shareholder approval is obtained. GeoVax will pay A.G.P./Alliance Global Partners a 7.0% cash fee on the gross proceeds and reimburse up to $40,000 of legal expenses. The company plans to use net proceeds for working capital and general corporate purposes and has agreed to file a Form S-1 resale registration and to seek stockholder approval by October 29, 2026.

Filing Explained

The transaction has reached warrant issuance and cash-receipt stage; up to 11,395,256 further shares remain approval-dependent, creating future dilution capacity.

GeoVax Labs received approximately $3,646,482 in gross proceeds from an existing holder’s cash exercise and issued new warrants for up to 11,395,256 shares on August 26, 2026; the new warrants become exercisable only after the required stockholder approval.

The accompanying August 26, 2026 press release said closing was expected on or about August 27, 2026, subject to conditions, but the 8-K states that the new-warrant issuance occurred on August 26, 2026.

The new warrants were issued in a private placement and remain unregistered. The planned Form S-1 would register resale rather than itself sell the securities; if the warrants are exercised, the additional shares could reduce existing holders’ percentage ownership.

As of June 30, 2026, the company reported $3,143,422 of cash and a second-quarter operating cash outflow of $3,658,103.

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, or exhibit attachments filed with this report.

Key Figures

Existing Warrants Exercised: 5,697,628 shares Exercise Price: $0.64 per share Gross Proceeds: $3,646,482 +5 more

8 metrics

Existing Warrants Exercised 5,697,628 shares Aggregate shares of common stock underlying Exercised/Existing Warrants

Exercise Price $0.64 per share Exercise price for Existing Warrants in inducement and New Warrants

Gross Proceeds $3,646,482 Aggregate gross cash proceeds from immediate warrant exercises

New Warrant Shares 11,395,256 shares Maximum number of shares issuable upon exercise of New Warrants

Financial Advisor Fee 7.0% Cash fee payable to A.G.P./Alliance Global Partners on gross proceeds

Legal Expense Reimbursement Cap $40,000 Maximum accountable legal expenses reimbursable to A.G.P.

Stockholder Approval Deadline October 29, 2026 Date by which GeoVax agreed to hold meeting to seek Stockholder Approval

New Warrant Term 5 years Expiration period following shareholder approval (Approval Date)

Key Terms

warrant inducement transaction, Resale Registration Statement, Regulation D, Section 4(a)(2), +2 more

6 terms

warrant inducement transaction financial

"GeoVax Announces a Warrant Inducement Transaction ATLANTA, GA – August 26, 2026"

A warrant inducement transaction is when a company issues warrants—options to buy shares at a set price—as a sweetener to persuade investors or creditors to approve a deal, restructuring, or other corporate action. Think of it like giving coupons to convince people to agree to a plan; it can speed approvals but may dilute existing shareholders and change potential future share value, so investors watch these carefully.

Resale Registration Statement regulatory

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

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Regulation D regulatory

"pursuant to the exemption from the registration requirements of the Securities Act of 1933 ... 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

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

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.

Modified Vaccinia Ankara (MVA) medical

"GeoVax’s priority program is GEO-MVA, a Modified Vaccinia Ankara (MVA)–based vaccine"

gene-directed enzyme prodrug therapy (GDEPT) medical

"Gedeptin®, a gene-directed enzyme prodrug therapy (GDEPT) designed to enhance immune checkpoint"

FAQ

What transaction did GeoVax Labs (GOVX) announce on August 25–26, 2026?

GeoVax announced a warrant inducement transaction under which an institutional investor immediately exercised warrants for 5,697,628 shares at $0.64 per share, and received new unregistered warrants to buy up to 11,395,256 additional shares at the same price, subject to shareholder approval.

How much cash did GeoVax (GOVX) receive from the warrant exercises?

GeoVax received approximately $3,646,482 in gross cash proceeds from the immediate exercise of the Existing Warrants for 5,697,628 shares at $0.64 per share, before deducting financial advisor fees and other transaction expenses.

What are the key terms of the new GeoVax (GOVX) warrants issued in this deal?

The New Warrants allow purchase of up to 11,395,256 shares of common stock at an exercise price of $0.64 per share. They become exercisable on the date shareholder approval is obtained and expire five years after that approval date.

How will GeoVax (GOVX) use the proceeds from the warrant inducement transaction?

GeoVax states that it intends to use the net proceeds from the warrant inducement transaction for working capital and other general corporate purposes, after paying advisory fees and transaction expenses.

What fees is GeoVax (GOVX) paying to A.G.P./Alliance Global Partners?

GeoVax engaged A.G.P./Alliance Global Partners as exclusive financial advisor and will pay a 7.0% cash fee on the $3,646,482 gross proceeds from the exercised warrants, plus reimbursement of up to $40,000 for accountable legal expenses related to the transaction.

What regulatory and shareholder steps are required for the new GeoVax (GOVX) warrants?

GeoVax agreed to file a Form S-1 Resale Registration Statement for the New Warrant Shares within 30 days of the Inducement Letter and to hold an annual or special shareholder meeting by October 29, 2026 to obtain shareholder approval for exercise of the New Warrants.

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Understanding 8-K Material Events →

Available on EDGAR 08/28/2026 - 04:10 PM Accepted by SEC EDGAR 08/28/2026 - 04:09 PM Learn about SEC filing dates

false 0000832489 0000832489 2026-08-25 2026-08-25

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 25, 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 August 25, 2026, GeoVax Labs Inc. (the “Company”), entered into a common stock warrant exercise inducement offer letter (the “Inducement Letter”) with a certain holder (the “Holder”) of existing warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “common stock”), issued on (i) February 17, 2026 (with a current exercise price of $2.31 per share) (the “February I 2026 Warrants”), February 17, 2026 (with a current exercise price of $2.31 per share) (the “February II 2026 Warrants”), March 31, 2026 (with a current exercise price of $1.36 per share) (the “March 2026 Warrants”), May 8, 2026 (with a current exercise price of $1.65 per share) (the “May 2026 Warrants”), May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 I 2026 Warrants”), and May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 II 2026 Warrants” and, collectively with the February I 2026 Warrants, February II 2026 Warrants, March 2026 Warrants, May 2026 Warrants, May 19 I 2026 Warrants and May 19 II 2026 Warrants, the “Exercised Warrants”), pursuant to which the Holder agreed to exercise for cash the Exercised Warrants to purchase an aggregate of 5,697,628 shares of the Company’s common stock in consideration for the Company’s agreement to issue new warrants (the “New Warrants”) to purchase an aggregate of up to 11,395,256 shares of the Company’s common stock (the “New Warrant Shares”) with an exercise price of $0.64 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 stockholder 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 received aggregate gross proceeds of approximately $3,646,482 from the exercise of the Exercised Warrants by the Holder, before deducting financial advisor fees and other offering expenses payable by the Company. The New Warrants are substantially identical to the Exercised 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 AGP a cash fee equal to 7.0% of the gross proceeds received from the exercise of the Exercised 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 occurred on August 26, 2026 (the “Closing Date”). The Company expects to use the net proceeds from these transactions for general corporate purposes.  On August 26, 2026, the Company issued a press release announcing the transaction, which is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).

The resale of the shares of the Company’s common stock issuable upon exercise of: the (i) February I 2026 Warrants and February II 2026 Warrants have been registered pursuant to a registration statement on Form S-1 (File No. 333-295082), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2026; (ii) March 2026 Warrants have been registered pursuant to a registration statement on Form S-1 (File No. 333-295081), declared effective by the SEC on April 21, 2026; and (iii) May 2026 Warrants, May 19 I 2026 Warrants and May 19 II 2026 Warrants have been registered pursuant to a registration statement on Form S-1 (File No. 333-296214), declared effective by the SEC on June 3, 2026.

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 30 days of the date of the Inducement Letter, 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 October 29, 2026, for the purpose of obtaining Stockholder Approval (as defined in the Inducement Letter).

The forms of the New Warrants and Inducement Letter are filed as Exhibits 4.1 and 10.1, respectively, to this Form 8-K and are incorporated herein by reference. The description of the terms of the New Warrants and Inducement Letter is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Letter contains 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 of 1933, as amended (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 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
10.1	Form of Inducement Letter, dated August 25, 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: August 28, 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 – August 26, 2026 - GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of existing warrants (the "Existing Warrants") to purchase up to 5,697,628 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $0.64 for gross cash proceeds of approximately $3,646,482, 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 investors will receive, in a private placement, new unregistered warrants to purchase up to 11,395,256 shares of Common Stock (the “New Warrants”). The New Warrants will have an exercise price of $0.64, will be initially exercisable on the date that shareholder approval of the issuance of the shares of Common Stock issuable upon the exercise 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 August 27, 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 investors 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 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®, 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 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 10.9 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 50.6 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 94.2 KB
• 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