[8-K] GeoVax Labs, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Brunswick Corp. (BC) has filed a Form 144 indicating an intended sale of 265 common shares through Morgan Stanley Smith Barney on 01 Aug 2025. The shares, valued at $15,446.85 in aggregate, were received as board compensation on 31 Jul 2025. With 65.3 million shares outstanding, the planned sale represents less than 0.001 % of total equity, signalling an immaterial transaction for public float and daily trading volumes. No other sales were reported in the past three months and no gifts or non-cash considerations are noted.

The filer affirms no undisclosed adverse information about the company and has not yet disclosed a Rule 10b5-1 trading plan date. While insider sales can prompt scrutiny, the modest size and routine nature of this transaction suggest minimal impact on Brunswick’s share price or governance outlook.

Insights

Securities Analyst

TL;DR: Small insider sale (<$16k) is routine, poses negligible market impact.

The Form 144 covers 265 shares—roughly 0.0004 % of outstanding stock—worth about $15 k. Such a nominal divestiture is typically linked to personal liquidity or tax planning rather than signaling fundamental concerns. Volume is far below thresholds that influence float or trigger programmatic selling limits, and the lack of prior 3-month sales further reduces signaling risk. Overall, I view the filing as non-impactful to BC’s valuation or trading dynamics.

Corporate Governance Expert

TL;DR: Routine board-compensation share sale; governance profile unchanged.

The shares stem from standard equity awards to directors, aligning incentives with shareholders. No 10b5-1 plan date is cited, but the modest volume and full disclosure comply with SEC rules, indicating sound governance processes. I see no red flags regarding information asymmetry or insider knowledge. Consequently, investor perception should remain neutral.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 31, 2025

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39563	87-0455038
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GOVX	The Nasdaq Capital Market
Warrants to Purchase Common Stock	GOVXW	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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This Current Report on Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company,” “us” or “we”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “believe,” “look forward to,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “desire,” “target,” “potential,” “is likely,” “will,” “expect” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Except as required by law, the Company does not undertake to update its forward-looking statements.

Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 31, 2025, the “Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until January 27, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.

If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to provide written notice of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement.

If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Nasdaq staff’s delisting determination to a Nasdaq Hearing Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.

The notification received has no immediate effect on the Company’s Nasdaq listing. GeoVax’s common stock will continue to trade on Nasdaq under the symbol “GOVX” at this time. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2025

	GEOVAX LABS, INC.
	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

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FAQ

How many Brunswick (BC) shares are being sold under this Form 144?

The filing covers 265 common shares.

What is the market value of the shares to be sold?

The aggregate market value is $15,446.85.

When is the approximate sale date for the shares?

The filer expects to sell on 08/01/2025.

What percentage of Brunswick’s shares outstanding does this sale represent?

Less than 0.001 % of the 65.3 million shares outstanding.

Which broker will execute the transaction?

The shares will be sold via Morgan Stanley Smith Barney LLC.