GeoVax Labs (GOVX) holders report 1.59% stake tied to 118,715 warrants

Rhea-AI Filing Summary

GeoVax Labs, Inc. received an updated ownership report from Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. These reporting persons together are deemed to beneficially own 118,715 shares of GeoVax common stock through warrants, representing 1.59% of the common stock, based on 7,369,243 shares outstanding as of July 27, 2026. The 118,715 shares are issuable upon exercise of warrants and are subject to 4.99% and 9.99% beneficial ownership blockers, limiting how much of the company they can beneficially own at any time. Each reporting person has sole voting and dispositive power over these shares and reports ownership of 5 percent or less of the class as of June 30, 2026.

Key Figures

Shares beneficially owned: 118,715 shares Ownership percentage: 1.59 % Shares outstanding: 7,369,243 shares +2 more

5 metrics

Shares beneficially owned 118,715 shares Common Stock issuable upon exercise of warrants held by the reporting persons

Ownership percentage 1.59 % Percent of GeoVax common stock class for each reporting person

Shares outstanding 7,369,243 shares GeoVax common stock outstanding as of July 27, 2026, per Form 10-Q

Beneficial ownership blockers 4.99% and 9.99% Ownership caps applying to shares issuable upon exercise of the warrants

Reporting date reference 06/30/2026 Holdings of the reporting persons stated as of this date

Key Terms

Schedule 13G/A, beneficially owned, beneficial ownership blocker, sole voting power, +1 more

5 terms

Schedule 13G/A regulatory

"CONTENT METADATA shows form_type as SCHEDULE 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

beneficial ownership blocker regulatory

"issuable shares of Common Stock related to the exercise of the Warrants are subject to a 4.99% and 9.99% beneficial ownership blocker"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

sole voting power financial

"5 | Sole Voting Power 118,715.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"7 | Sole Dispositive Power 118,715.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

What percentage of GeoVax Labs (GOVX) does Ayrton Capital and related parties report owning?

Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri report beneficial ownership of 1.59% of GeoVax Labs common stock, tied to 118,715 shares issuable from warrants. This percentage is calculated using 7,369,243 shares outstanding as of July 27, 2026.

How many GeoVax Labs (GOVX) shares are reported as beneficially owned in this Schedule 13G/A?

The reporting persons disclose beneficial ownership of 118,715 GeoVax Labs common shares. These shares are not currently outstanding but are issuable upon exercise of certain warrants, subject to specific beneficial ownership limits of 4.99% and 9.99%.

What is the basis for the 1.59% ownership figure in the GeoVax Labs (GOVX) filing?

The 1.59% ownership figure is based on 7,369,243 GeoVax common shares outstanding as of July 27, 2026, plus 118,715 shares issuable from warrants held by the reporting persons. The outstanding share count comes from GeoVax’s Form 10-Q filed July 27, 2026.

Are the reported GeoVax Labs (GOVX) shares currently outstanding or tied to warrants?

The reported 118,715 GeoVax shares are issuable upon exercise of warrants, not currently outstanding. These warrant-linked shares are also constrained by 4.99% and 9.99% beneficial ownership blockers described by the reporting persons.

Do Ayrton Capital and related parties own more than 5% of GeoVax Labs (GOVX)?

No. Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri each report ownership of 5 percent or less of GeoVax Labs’ common stock. Each lists beneficial ownership of 1.59% of the class as of June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 12:57 PM Accepted by SEC EDGAR 08/13/2026 - 12:56 PM Learn about SEC filing dates

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 $0.001 par value

(Title of Class of Securities)

373678705

(CUSIP Number)

06/30/2026

(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

Ayrton 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 118,715.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 118,715.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

118,715.00

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)

1.59 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP Number(s): 373678705

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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 118,715.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 118,715.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

118,715.00

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)

1.59 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 373678705

1

Names of Reporting Persons

Waqas Khatri

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 118,715.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 118,715.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

118,715.00

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)

1.59 %

12

Type of Reporting Person (See Instructions)

IN

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, GA, 30080
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common Stock $0.001 par value
(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: Ayrton Capital LLC: 118,715; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 118,715; and (iii) Waqas Khatri: 118,715. Represents 118,715 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 4.99% and 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of GEOVAX LABS, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 7,369,243 shares of Common Stock of the Issuer that were outstanding as of July 27, 2026; and (ii) 118,715 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-Q filed on July 27, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 1.59%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1.59%; and (iii) Waqas Khatri: 1.59%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 118,715; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 118,715; and (iii) Waqas Khatri: 118,715;
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 118,715; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 118,715; and (iii) Waqas Khatri: 118,715
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 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 acquired and are held in the ordinary course of business and 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2026