[SCHEDULE 13G/A] GeoVax Labs, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material stake reported: Ownership of 2,675,610 shares equals a 9.54% position, signaling meaningful investor interest.
• Clear governance disclosure: Armistice Capital discloses voting and dispositive authority via its role as investment manager.

Negative

• None.

Insights

Financial Analyst

TL;DR: A hedge fund-affiliated manager reports a sizable 9.54% position with shared voting and dispositive power via a managed fund.

The position size—2,675,610 shares representing 9.54%—is material and must be monitored by investors for potential influence on governance or future actions. The filing clarifies that voting and disposition authority rests with Armistice Capital as investment manager of the Master Fund, while the Master Fund disclaims direct beneficial ownership to the extent it lacks such authority. The certification that the shares are held in the ordinary course of business and not for control limits, but does not eliminate, possible future coordination or activism.

Corporate Governance Expert

TL;DR: Reporting shows shared voting/dispositive power through an investment manager, raising governance relevance for a sub-10% holder.

The reporting structure—Armistice Capital exercising voting and investment power on behalf of the Master Fund while the Master Fund disclaims beneficial ownership—highlights typical investment-management reporting mechanics. With nearly 10% ownership and shared voting power, the reporting persons could be influential in shareholder matters depending on other holders' dispersion. The filing’s statement that holdings are not intended to influence control is a standard disclosure but should be read alongside any future amendments or disclosures of coordination.

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)

079481404

(CUSIP Number)

06/30/2025

(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. 079481404

1

Names of Reporting Persons

Armistice 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 2,675,610.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,675,610.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,675,610.00

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)

9.54 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 079481404

1

Names of Reporting Persons

Steven Boyd

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 2,675,610.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,675,610.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,675,610.00

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)

9.54 %

12

Type of Reporting Person (See Instructions)

HC, 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, Georgia 30080
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock $0.001 par value
(e)	CUSIP No.: 079481404
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: 2,675,610
(b)	Percent of class: 9.54 %
(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: 2,675,610
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,675,610 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many GeoVax Labs (GOVXW) shares do Armistice Capital and Steven Boyd report owning?

They report beneficial ownership of 2,675,610 shares, representing 9.54% of the class.

Do Armistice Capital or Steven Boyd have sole voting power over the reported shares?

No. The filing reports 0 shares with sole voting power and 2,675,610 shares with shared voting power.

Does the Master Fund claim beneficial ownership of the shares it holds?

The Master Fund specifically disclaims beneficial ownership of the securities to the extent it lacks voting or dispositive power due to its agreement with Armistice Capital.

Were the shares acquired to change or influence control of GeoVax Labs?

The filing certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.

What authority does Armistice Capital have over the shares?

Armistice Capital, as investment manager of the Master Fund, exercises the voting and investment power over the reported securities.