Welcome to our dedicated page for Geovax Labs SEC filings (Ticker: GOVX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
GeoVax Labs, Inc. filings document a clinical-stage biotechnology issuer developing multi-antigenic vaccines and immunotherapies for infectious diseases and cancer. The company’s regulatory disclosures cover operating and financial results, research and development activity, clinical and regulatory updates for programs such as GEO-MVA, GEO-CM04S1 and Gedeptin, and risks associated with development-stage biotechnology operations.
Its SEC record also includes proxy materials on governance, executive compensation and equity awards; registration statements and 8-K reports covering common stock, warrants, registered offerings and other capital-structure matters; and material-event disclosures related to agreements, reporting status and shareholder voting matters.
GeoVax Labs, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1 to update a registration relating to the resale of 2,273,763 shares of common stock issuable upon exercise of December 2025 common warrants. The prospectus states the Company will receive no proceeds from resales by the selling stockholders; however, GeoVax would receive proceeds from any cash exercise of those warrants. The filing restates share data for a 1-for-25 reverse stock split effected January 9, 2026, reports 2,892,570 shares outstanding as of April 15, 2026, discloses a net loss of $21.5 million for year ended December 31, 2025, and warns of a going concern with cash sufficient into mid-second quarter 2026.
GeoVax Labs, Inc. filed a resale registration covering up to 865,804 shares of common stock issuable from February 2026 common stock purchase warrants held by institutional investors. The company will not receive proceeds from share resales, only from any cash exercises of these warrants.
GeoVax is a clinical-stage biotech focused on vaccines and immunotherapies for infectious diseases and cancers, with lead programs in mpox/smallpox (GEO‑MVA), head and neck cancer (Gedeptin) and a next-generation COVID‑19 vaccine (GEO‑CM04S1). The prospectus highlights substantial ongoing losses, a recent net loss of about $21.5 million, a going concern warning, limited cash expected to fund operations into mid‑second quarter 2026, and significant Nasdaq listing and dilution risks.
GeoVax Labs, Inc. is registering 1,269,316 shares of common stock for resale by institutional investors holding March 2026 Common Warrants. These shares will be issued if the warrants are exercised. GeoVax will not receive proceeds from resale transactions, only from any cash exercises of the warrants.
The company is a clinical-stage biotech focused on vaccines and immunotherapies, including programs for mpox/smallpox, head and neck cancers, and COVID-19. GeoVax reports a history of losses, a 2025 net loss of about $21.5 million, going-concern uncertainty, and a need for additional funding beyond mid–second quarter 2026.
GeoVax Labs, Inc. reported 2025 results showing a smaller annual loss alongside lower research spending as it advanced its GEO-MVA mpox/smallpox vaccine toward a pivotal Phase 3 trial planned for the second half of 2026.
For the year ended December 31, 2025, net loss was $21.5 million, or $22.40 per share, improving from a net loss of $25.0 million, or $120.46 per share, in 2024. Revenue from a government contract related to the BARDA/RRPV Project NextGen award was $2.5 million, down from $4.0 million after BARDA terminated the contract for convenience.
Research and development expenses fell to $18.1 million from $23.7 million, mainly due to discontinued BARDA-related costs and lower GEO-CM04S1 and Gedeptin spending. General and administrative expenses increased to $6.0 million from $5.4 million, driven by higher personnel, investor relations, patent, and stock-based compensation costs. GeoVax ended 2025 with $3.1 million in cash and equivalents and total assets of $6.3 million, compared with $5.5 million in cash and $8.2 million in total assets a year earlier.
GeoVax Labs, Inc. is a clinical-stage biotech developing vaccines and immunotherapies for infectious diseases and solid tumors, built mainly on its Modified Vaccinia Ankara (MVA) platform and the Gedeptin gene-directed cancer therapy.
The company’s lead near-term program is GEO-MVA, an mpox/smallpox vaccine being advanced on an expedited European regulatory pathway, with a pivotal Phase 3 immuno-bridging trial planned for the second half of 2026. Oncology candidate Gedeptin completed a multicenter Phase 1/2 head and neck cancer trial and is being prepared for a Phase 2 study in combination with an immune checkpoint inhibitor, targeted to start in the first half of 2027.
COVID-19 vaccine GEO-CM04S1 is in multiple Phase 2 trials in immunocompromised patients and as a booster; an interim review in a CLL study supported continued enrollment in the investigational arm after the mRNA control failed its primary immune endpoint. A BARDA-backed Phase 2b effort under Project NextGen was later terminated for convenience, after GeoVax had met all milestones.
The company reported a $21.5 million net loss for 2025 and research and development expenses of $18.1 million, and its auditors issued a going concern opinion. GeoVax states its existing cash is expected to fund operations into the middle of the second quarter of 2026, and it highlights a need for substantial additional capital to continue advancing its pipeline.
GeoVax Labs, Inc. entered into a warrant inducement agreement with institutional investors, leading to the immediate cash exercise of existing warrants for 634,658 shares of common stock at a reduced exercise price of $1.36 per share, generating approximately $863,000 in gross proceeds.
In exchange, investors will receive new unregistered warrants to purchase up to 1,269,316 additional shares at $1.36 per share, exercisable after stockholder approval and expiring five years later. The company plans to use net proceeds for working capital and general corporate purposes, pay a 7.0% cash fee to its financial advisor, and seek stockholder approval by May 21, 2026.
GEOVAX LABS, INC. ownership update: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 2,675,610 common shares, representing 8.26% of the outstanding common stock as of 12/31/2025.
The filing states Armistice Capital exercises shared voting and shared dispositive power over those shares through its role as investment manager to Armistice Capital Master Fund Ltd., and Mr. Boyd is reported as the managing member. The Master Fund disclaims direct beneficial ownership by virtue of the Investment Management Agreement.
GeoVax Labs, Inc. entered into definitive agreements for a registered direct offering of 432,902 shares of common stock or pre-funded warrants at $2.31 per share (or $2.30999 per pre-funded warrant), together with a concurrent private placement of Series A-1 and A-2 common warrants.
The company expects gross proceeds of about $1 million and net proceeds of approximately $865,000, and plans to use the cash for working capital, general corporate purposes and to advance its product candidates. The deal includes 432,902 Series A-1 and 432,902 Series A-2 warrants at a $2.31 exercise price, exercisable after stockholder approval, and a repricing of 236,000 existing warrants down to $2.31 per share.
GeoVax Labs, Inc. is registering 402,000 shares of common stock and 30,902 pre-funded warrants, plus 30,902 shares issuable upon their exercise, in a public offering priced at $2.31 per share and $2.30999 per pre-funded warrant. Gross proceeds are expected to be about $1,000,003.31, with estimated net proceeds of approximately $865,000 after placement fees and expenses.
The company will use the funds to advance its vaccine and immunotherapy pipeline, including COVID-19 candidate GEO-CM04S1, oncology therapy Gedeptin and Mpox/smallpox vaccine GEO-MVA, as well as for manufacturing, clinical studies, capital spending and working capital. A concurrent private placement will issue 865,804 unregistered common warrants exercisable at $2.31, which could provide additional cash if exercised.