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.
The Amendment No. 1 to Form S-1 filed by GeoVax Labs, Inc. (symbol: GOVXW) registers a best-efforts public offering of up to 8,333,334 Common Units at an assumed price of $0.90 per unit. Each Common Unit contains one share of common stock and two five-year Common Warrants.
For investors preferring to avoid exceeding 4.99% (or optionally 9.99%) ownership thresholds, the filing also offers up to 8,333,334 Pre-Funded Units, each comprised of one Pre-Funded Warrant plus two Common Warrants. In total, the statement covers up to 25,000,002 shares of common stock issuable upon warrant exercise.
The company is a non-accelerated filer and qualifies as a smaller reporting company. No underwriter is obligated to purchase the securities; sales will commence “as soon as practicable” after effectiveness. The document is preliminary and subject to completion.