[SCHEDULE 13G/A] GeoVax Labs, Inc. Amended Passive Investment Disclosure
GeoVax holder reports 9.99% stake via warrants
GeoVax Labs, Inc. received an updated ownership report showing that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC together reported beneficial ownership of 4,806,174 shares of common stock as of December 31, 2025.
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GeoVax Labs, Inc. received an updated ownership report showing that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC together reported beneficial ownership of 4,806,174 shares of common stock as of December 31, 2025. These shares are all issuable upon exercise of three warrants held by Intracoastal and currently represent about 9.99% of the common stock.
The percentage is based on 43,303,682 shares outstanding as of December 22, 2025 plus the warrant shares counted for this calculation. Additional warrant shares are contractually blocked from exercise above ownership caps of 9.99% and 4.99%. The reporting holders certify the position is not held to change or influence control of GeoVax.
FAQ
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What stake in GeoVax Labs (GOVX) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 4,806,174 GeoVax common shares. This position, held through warrants by Intracoastal Capital LLC and its principals, represents approximately 9.99% of the company’s common stock, based on the outstanding share count and the counted warrant shares.
Who are the reporting persons in the GeoVax Labs (GOVX) Schedule 13G/A?
The reporting persons are Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC. Kopin and Asher are U.S. individuals, and Intracoastal is a Delaware limited liability company that holds the warrants underlying the reported GeoVax common stock position.
How is the 9.99% ownership in GeoVax (GOVX) calculated in this filing?
The 9.99% figure is based on 4,806,174 warrant shares over an adjusted share base. That base includes 43,303,682 GeoVax common shares outstanding as of December 22, 2025 plus the warrant shares counted for Intracoastal Warrant 1 and part of Intracoastal Warrant 2.
What warrants underlie the reported GeoVax Labs (GOVX) ownership?
The position comes from three Intracoastal-held warrants. The reported 4,806,174 shares reflect 4,081,632 shares from Intracoastal Warrant 1 and 724,542 shares from Intracoastal Warrant 2, with further shares from Warrant 2 and Warrant 3 excluded due to ownership blockers.
What are the ownership blocker provisions mentioned for GeoVax (GOVX) warrants?
Certain Intracoastal warrants cannot be exercised above specified ownership caps. Intracoastal Warrant 2 blocks exercises that would exceed 9.99% beneficial ownership, while Intracoastal Warrant 3 blocks exercises above 4.99%, limiting how many additional shares can be counted at any time.
Does the GeoVax Labs (GOVX) 13G/A indicate an attempt to gain control?
The reporting holders expressly state the securities are not held to change or influence control. They certify the position is not acquired or held with the purpose or effect of influencing control, other than activities connected to a nomination under the specified SEC proxy rule.
What would GeoVax’s reported ownership be without the warrant blockers?
Without the blocker provisions, the reporting persons may be deemed to beneficially own 9,095,760 shares. This larger number includes additional shares issuable from Intracoastal Warrant 2 and Intracoastal Warrant 3 that are currently restricted by the ownership caps.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GeoVax Labs, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
373678606
(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.
373678606
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
4,806,174.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,806,174.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,806,174.00
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 No.
373678606
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
4,806,174.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,806,174.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,806,174.00
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 No.
373678606
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
4,806,174.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,806,174.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,806,174.00
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 380, 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.:
373678606
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 December 31, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,806,174 shares of Common Stock, which consisted of (i) 4,081,632 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1") and (ii) 724,542 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 43,303,682 shares of Common Stock outstanding as of December 22, 2025, as reported by the Issuer, plus (2) 4,081,632 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (3) 724,542 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I) 2,305,458 shares of Common Stock issuable upon exercise of 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 9.99% of the Common Stock and (II) 1,984,128 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. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 9,095,760 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:
4,806,174
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,806,174
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.
