GeoVax Labs, Inc. reports that, as of March 31, 2026, each of the reporting persons — Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC — may be deemed to beneficially own 233,337 shares of common stock, representing 9.99% of the class. The 233,337 shares combine 121,200 shares held directly by Intracoastal and 112,137 shares issuable upon exercise of an Intracoastal warrant. The filing states there are 2,223,577 shares outstanding as of February 17, 2026 used for this calculation and describes multiple additional warrants with blocker provisions that limit exercise and additional ownership; without those blockers the reporting persons could be deemed to beneficially own 1,226,217 shares.
Positive
None.
Negative
None.
Insights
Holders report a near-10% beneficial stake constrained by warrant blockers.
The filing shows a combined beneficial position of 233,337 shares (9.99%), derived from 121,200 held shares and 112,137 exercisable shares. The calculation uses 2,223,577 shares outstanding as of February 17, 2026.
The warrants include explicit blocker provisions limiting exercise above 9.99% or 4.99% thresholds and some warrants are not yet exercisable pending stockholder approval; timing and cash‑flow treatment are not stated in the excerpt.
Schedule 13G/A clarifies beneficial ownership and disclosure mechanics, not a trade.
The filing attributes shared voting and dispositive power for 233,337 shares to the Reporting Persons and lists excluded warrant amounts that are subject to blocker conditions. It emphasizes ownership percentages based on an explicit outstanding share count.
Because blocker provisions affect exercisability, the practical overhang depends on holder elections and any required stockholder approvals; subsequent filings would confirm changes.
Key Figures
Beneficial ownership reported:233,337 sharesPercent of class:9.99%Shares outstanding used:2,223,577 shares+3 more
6 metrics
Beneficial ownership reported233,337 sharesAs of March 31, 2026
Percent of class9.99%Calculated using 2,223,577 shares outstanding as of February 17, 2026
Shares outstanding used2,223,577 sharesAs of February 17, 2026 (issuer-reported)
Shares held by Intracoastal121,200 sharesDirectly held by Intracoastal
Shares issuable on Intracoastal Warrant 1 included112,137 sharesIncluded in 233,337 beneficially owned count
Potential ownership without blockers1,226,217 sharesStated hypothetical assuming no blocker provisions and exercisability
Key Terms
blocker provision, beneficial ownership, warrant
3 terms
blocker provisionregulatory
"Intracoastal Warrant 1 contains a blocker provision under which the holder ... of more than 9.99%"
beneficial ownershipregulatory
"each of the Reporting Persons may have been deemed to have beneficial ownership of 233,337 shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
warrantfinancial
"112,137 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
What stake does Intracoastal Capital LLC report in GeoVax Labs (GOVX)?
Intracoastal reports beneficial ownership of 233,337 shares, combining 121,200 held shares and 112,137 shares issuable upon exercise of a warrant, representing 9.99% of the class.
How many shares outstanding does GeoVax use to calculate the 9.99%?
The percentage is calculated using 2,223,577 shares outstanding as of February 17, 2026, together with the 112,137 issuable shares included in the numerator.
What are the "blocker provisions" described in the filing?
They are contractual limits in certain warrants that prevent exercise to the extent it would cause beneficial ownership to exceed 9.99% or 4.99%, effectively restricting immediate conversion of those warrants.
What would the reporting persons’ ownership be without the blockers?
The filing states that, without the blocker provisions (and assuming exercisability), each reporting person may be deemed to beneficially own 1,226,217 shares.
Who are the named reporting persons on this Schedule 13G/A for GOVX?
The filing is on behalf of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC, with addresses and citizenship details provided in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
GeoVax Labs, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
373678705
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
373678705
1
Names of Reporting Persons
Mitchell P. Kopin
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
233,337.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
233,337.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
233,337.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
373678705
1
Names of Reporting Persons
Daniel B. Asher
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
233,337.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
233,337.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
233,337.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
373678705
1
Names of Reporting Persons
Intracoastal Capital LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
233,337.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
233,337.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
233,337.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GeoVax Labs, Inc.
(b)
Address of issuer's principal executive offices:
1900 Lake Park Drive, Suite 300, Smyrna, Georgia 30080
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Common stock, par value $0.001 per share
(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:
As of the close of business on March 31, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 233,337 shares of Common Stock, which consisted of (i) 121,200 shares of Common Stock held by Intracoastal and (ii) 112,137 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 2,223,577 shares of Common Stock outstanding as of February 17, 2026, as reported by the Issuer, plus (2) 112,137 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 238,212 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 79,366 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 242,400 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (IV) 216,451 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 (and Intracoastal Warrant 4 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (V) 216,451 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal ("Intracoastal Warrant 5") because Intracoastal Warrant 5 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 (and Intracoastal Warrant 5 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming each of Intracoastal Warrant 4 and Intracoastal Warrant 5 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,226,217 shares of Common Stock.
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
233,337
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
233,337
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
