GeoVax Labs Files 8-K: Equity Sales and Agreements

TL;DR

GeoVax sold stock & warrants, expect dilution.

AI Summary

On May 16, 2024, GeoVax Labs, Inc. entered into a material definitive agreement related to the sale of its common stock and warrants. The company also disclosed unregistered sales of equity securities and provided updates on financial statements and exhibits.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the sale of new equity and warrants, which could impact the stock price.

Risk Assessment

Risk Level: medium — The sale of equity and warrants can lead to dilution, negatively impacting existing shareholders.

Key Players & Entities

• GeoVax Labs, Inc. (company) — Registrant
• May 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39563 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share GOVX The Nasdaq Capital Ma
• $1.68 — ublic offering price for each Share was $1.68 and the public offering price for each
• $1.67999 — g price for each Pre-Funded Warrant was $1.67999. The Pre-Funded Warrants have an exerci
• $0.0001 — nded Warrants have an exercise price of $0.0001 per share, are exercisable immediately
• $1,180,000 — f the Common Warrants, is approximately $1,180,000. The Company intends to use the net pro
• $0.00001 — exercised at a nominal consideration of $0.00001 per share of Common Stock any time unti

Filing Documents

• govx20240521c_8k.htm (8-K) — 39KB
• ex_677628.htm (EX-4.1) — 82KB
• ex_677629.htm (EX-4.2) — 107KB
• ex_677630.htm (EX-5.1) — 11KB
• ex_677631.htm (EX-10.1) — 147KB
• ex_677632.htm (EX-10.2) — 201KB
• ex_677633.htm (EX-99.1) — 12KB
• add.jpg (GRAPHIC) — 14KB
• logo01.jpg (GRAPHIC) — 14KB
• sig.jpg (GRAPHIC) — 5KB
• web.jpg (GRAPHIC) — 7KB
• womlogo.jpg (GRAPHIC) — 17KB
• 0001437749-24-017865.txt ( ) — 969KB
• govx-20240516.xsd (EX-101.SCH) — 4KB
• govx-20240516_def.xml (EX-101.DEF) — 13KB
• govx-20240516_lab.xml (EX-101.LAB) — 17KB
• govx-20240516_pre.xml (EX-101.PRE) — 13KB
• govx20240521c_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 16, 2024, GeoVax Labs, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC (the "Placement Agent") and a securities purchase agreement (the "Purchase Agreement") with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the "Offering"), an aggregate of (i) 220,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), and (ii) pre-funded warrants to purchase up to an aggregate of 582,844 shares of Common Stock (the "Pre-Funded Warrants," and the Shares issuable upon exercise thereof, the "Pre-Funded Warrant Shares"). In a concurrent private placement, the Company offered common warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock (the "Common Warrants"), with two Common Warrants to accompany each share of Common Stock or Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 1,605,688 shares of Common Stock (the "Common Warrant Shares"). The public offering price for each Share was $1.68 and the public offering price for each Pre-Funded Warrant was $1.67999. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire five years from the date of issuance. The Common Warrants have an exercise price of $1.68 per share, are immediately exercisable and will expire five years from the date of issuance. The net proceeds of the Offering, after deducting the placement agent's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Common Warrants, is approximately $1,180,000. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on May 21, 2024. In the Purchase Agreement, the

02

Item 3.02 Unregistered Sales of Equity Securities. The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares pursuant to the same exemption. The description of the Common Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The Form of Common Warrant has been filed as an exhibit to this Form 8-K and are incorporated by reference herein.

01

Item 7.01 Regulation FD Disclosure. On May 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following Exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 5.1 Opinion of Womble Bond Dickinson (US) LLP 10.1 Form of Placement Agency Agreement 10.2 Form of Purchase Agreement 23.1 Consent of Womble Bond Dickinson (US) LLP (contained in Exhibit 5.1) 99.1 Press Release dated May 17, 2024, announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. GeoVax Labs, Inc. May 21, 2024 By: /s/ Mark W. Reynolds Name: Mark W. Reynolds Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR