Welcome to our dedicated page for Geovax Labs SEC filings (Ticker: GOVXW), 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.
The SEC filings associated with GOVXW
Registration statements such as the Form S-1 and its amendments describe offerings of common units and pre-funded units, each including shares of common stock or pre-funded warrants and common warrants. These documents outline offering sizes, exercise prices, expiration terms, and use of proceeds. Current reports on Form 8-K detail material events, including pricing of public offerings, entry into placement agency and purchase agreements, and Nasdaq listing notifications related to minimum bid price requirements.
Through this filings page, users can review quarterly and annual reports, registration statements, and 8-Ks to understand how GeoVax finances its clinical-stage vaccine and immunotherapy programs, including the role of warrants like those trading as GOVXW. AI-powered tools on the platform can help summarize lengthy prospectuses and 8-K disclosures, highlight key terms of warrant offerings, and surface notable risk factor and capital structure changes. Investors can also use the filings feed to monitor subsequent equity raises, changes in warrant terms, and updates tied to government contracts or clinical milestones that may influence the value of the underlying common stock and related warrants.
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
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.
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.
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.
GeoVax Labs, Inc. received a Schedule 13G reporting that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri each beneficially own 4,810,451 shares of common stock, or 9.99% of the class as of December 31, 2025.
The reported position consists of 4,810,451 shares of common stock issuable upon exercise of warrants held by the reporting persons, which are subject to 4.99% and 9.99% beneficial ownership blockers. The percentage is based on 43,303,682 GeoVax common shares outstanding as of December 22, 2025.
The reporting persons certify the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of GeoVax Labs, Inc.
GeoVax Labs, Inc. files a prospectus supplement that currently permits additional at-the-market sales of its common stock of up to approximately $3,116,227 through A.G.P./Alliance Global Partners under an existing Form S-3 program. This updates an earlier $30,000,000 at-the-market facility under which the company has already sold 4,525,449 shares for $9,269,560.
The supplement reflects limits under General Instruction I.B.6 of Form S-3, tied to GeoVax’s public float. The aggregate market value of common stock held by non-affiliates is stated as $17,804,611, based on 1,728,603 non-affiliate shares at $10.30 per share as of December 8, 2025, and the company notes it has raised $2,818,643 under this instruction in the past twelve months. GeoVax’s stock trades on the Nasdaq Capital Market under the symbol GOVX, with a last reported price of $3.15 on January 23, 2026.
GeoVax Labs, Inc. may currently offer and sell shares of its common stock with an aggregate offering price of up to approximately $5,925,259 under its existing at‑the‑market stock offering program with A.G.P./Alliance Global Partners. This prospectus supplement updates earlier prospectuses after the company became subject to Form S‑3 General Instruction I.B.6, which limits primary offerings to no more than one‑third of the public float in any twelve‑month period while the float remains below $75 million.
Under the original prospectus, GeoVax registered up to $30,000,000 of common stock for sale through the ATM and has already sold 3,964,770 shares for gross proceeds of $8,950,918. The aggregate market value of common stock held by non‑affiliates is about $21,548,168, based on 25,320,996 non‑affiliate shares at $0.851 per share as of July 23, 2025, and the company has sold approximately $1,257,464 of securities under I.B.6 in the past twelve months.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of 2,675,610 shares of GeoVax Labs common stock, representing 9.54% of the class. Armistice Capital is the investment manager of the direct holder (the Master Fund) and reports shared voting and dispositive power over these shares. The Master Fund disclaims beneficial ownership to the extent it lacks voting or dispositive power under its agreement with Armistice Capital.
The filing states the shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer. Steven Boyd, as managing member of Armistice Capital, is reported as having the same shared voting and dispositive power.
GeoVax Labs, Inc. reporting person Kelly T. McKee Jr., listed as Chief Medical Officer, reported a purchase of 1,107 shares of common stock on 08/07/2025 at $0.67 per share. The Form 4 shows transaction code P and reports 3,494 shares beneficially owned following the transaction; no derivative securities are listed.