[SCHEDULE 13G/A] GeoVax Labs, Inc. Amended Passive Investment Disclosure
L1 Capital reports 1.79% GeoVax Labs stake
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 547,715 GeoVax Labs common stock equivalents as of 12/31/2025.
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 547,715 GeoVax Labs common stock equivalents as of 12/31/2025. These relate to warrants to purchase common stock acquired in July, September, and December 2025 private transactions.
The position represents 1.79% of GeoVax’s common stock class, based on 30,058,786 shares outstanding from a Form S-1. L1 Capital has sole voting and dispositive power over all 547,715 shares and certifies the holdings are not for the purpose of changing or influencing control of GeoVax.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in GeoVax Labs (GOVX) does L1 Capital report?
L1 Capital Global Opportunities Master Fund reports beneficial ownership of 547,715 GeoVax Labs common stock equivalents. This represents 1.79% of the company’s common stock, calculated using 30,058,786 shares outstanding referenced from a GeoVax Form S-1.
What type of securities does L1 Capital hold in GeoVax Labs (GOVX)?
L1 Capital’s reported position consists of warrants to purchase GeoVax common stock. The 547,715 beneficially owned securities reflect warrants acquired in July, September, and December 2025, which are treated as common stock equivalents under Rule 13d-3.
How is L1 Capital’s 1.79% GeoVax (GOVX) ownership percentage calculated?
The 1.79% ownership is based on 30,058,786 GeoVax common shares outstanding. This share count comes from the company’s Form S-1 registration statement filed on December 12, 2025, which the reporting person uses as the denominator for its percentage.
Does L1 Capital control voting and disposition of its GeoVax (GOVX) holdings?
The fund reports sole voting power and sole dispositive power over all 547,715 common stock equivalents. It reports no shared voting or dispositive power, indicating decisions over these securities are made solely by the reporting person entity.
Is L1 Capital’s GeoVax (GOVX) filing a passive investment certification?
Yes. The filing certifies the GeoVax securities were not acquired and are not held to change or influence control of the issuer. It also states they are not held in connection with any control-related transaction, other than activities tied to a specific nomination rule.
Who are the individuals associated with L1 Capital’s GeoVax (GOVX) position?
The filing identifies David Feldman and Joel Arber as directors of L1 Capital Global Opportunities Master Fund, Ltd. It notes they may be deemed beneficial owners under Rule 13d-3 but each disclaims beneficial ownership of the GeoVax securities for all other purposes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GeoVax Labs, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
373678705
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
373678705
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
547,715.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
547,715.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
547,715.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.79 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GeoVax Labs, Inc.
(b)
Address of issuer's principal executive offices:
1955 Lake Park Drive, Suite 300, Smyrna, Georgia 30080
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
373678705
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
547,715
This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on July 7, 2025 covering 1,475,000 shares of Common Stock purchased on July 2, 2025. The amounts in Row (5), (7) and (9) represent (i) 79,365 Warrants to purchase shares of Common Stock purchased on September 2025, (ii) 350,348 Warrants to purchase shares of Common Stock purchased on December 2025 and (iii) 118,000 Warrants to purchase shares of Common Stock purchased on July 2025. The percentage set forth on Row (11) of the cover page for the reporting person is based on 30,058,786 shares of Common Stock outstanding, based on the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 12, 2025.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
1.79%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
547,715
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
547,715
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
