GeoVax Labs Files S-1 with SEC

TL;DR

GeoVax Labs (GOVX) filed its S-1, get ready for potential stock moves.

AI Summary

GeoVax Labs, Inc. filed an S-1 form on June 7, 2024, detailing its financial status and business operations. The company, previously known as Dauphin Technology Inc. and Successo Inc., is incorporated in Delaware and operates in the pharmaceutical preparations sector. Its fiscal year ends on December 31st, with its principal executive offices located in Smyrna, Georgia.

Why It Matters

This S-1 filing provides crucial information for investors and the public regarding GeoVax Labs' financial health, strategic direction, and any potential stock offerings or significant corporate changes.

Risk Assessment

Risk Level: medium — As a pharmaceutical company, GeoVax Labs faces inherent risks related to drug development, regulatory approvals, and market competition, which are typical for this sector.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 333-280040 — SEC File Number (Unique identifier for the company's SEC filings.)

Key Players & Entities

• GeoVax Labs, Inc. (company) — Filer of the S-1 document
• Dauphin Technology Inc. (company) — Former name of GeoVax Labs, Inc.
• Successo Inc. (company) — Former name of GeoVax Labs, Inc.
• Smyrna, Georgia (location) — Location of GeoVax Labs' business and mailing address
• 2834 (industry_code) — Standard Industrial Classification for Pharmaceutical Preparations

FAQ

Key Financial Figures

• $0.001 — Shares") of our common stock, par value $0.001 per share (the "Common Stock"), issuabl
• $1.80 — rted sale price of our common stock was $1.80 per share. Investing in our shares of
• $150,000 — ) with an aggregate principal amount of $150,000 to members of our Board of Directors an
• $5 million — ck with gross proceeds of not less than $5 million. Registered Direct Offering On May 1
• $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 — 2024 Common Warrants, is approximately $1,180,000. The Company intends to use the net pro
• $6.71 — th a weighted average exercise price of $6.71 per share 333,648 shares of common sto
• $28.39 — options at an average exercise price of $28.39 per share. 6 RISK FACTORS An invest

Filing Documents

• govx20240531_s1.htm (S-1) — 1638KB
• ex_683352.htm (EX-5.1) — 10KB
• ex_683318.htm (EX-23.1) — 3KB
• ex_682285.htm (EX-FILING FEES) — 17KB
• gvx.jpg (GRAPHIC) — 9KB
• img2.jpg (GRAPHIC) — 3KB
• img.jpg (GRAPHIC) — 9KB
• mvavlp.jpg (GRAPHIC) — 41KB
• sig.jpg (GRAPHIC) — 4KB
• wbd.jpg (GRAPHIC) — 11KB
• wipflilogo.jpg (GRAPHIC) — 3KB
• 0001437749-24-019645.txt ( ) — 6670KB
• govx-20240331.xsd (EX-101.SCH) — 60KB
• govx-20240331_def.xml (EX-101.DEF) — 401KB
• govx-20240331_lab.xml (EX-101.LAB) — 255KB
• govx-20240331_pre.xml (EX-101.PRE) — 436KB
• govx-20240331_cal.xml (EX-101.CAL) — 52KB
• govx20240531_s1_htm.xml (XML) — 719KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 18

USE OF PROCEEDS

USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DIVIDEND POLICY 19 CAPITALIZATION 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 37 MANAGEMENT 45

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 48 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 51

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS 53 SELLING STOCKHOLDER 54

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 55 PLAN OF DISTRIBUTION 58 LEGAL MATTERS 59 EXPERTS 59 WHERE YOU CAN FIND MORE INFORMATION 59 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC's website described below under the heading "Where You Can Find More Information." Neither we nor the Selling Stockholder have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the Selling Stockholder take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We and the Selling Stockholder are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither we nor the Selling Stockholder are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose i

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholder. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the 2024 Common Warrant. See "Use of Proceeds." Trading symbols Our common stock and warrants are listed on the Nasdaq under the symbols "GOVX" and "GOVXW", respectively.

Risk factors

Risk factors Investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Before investing in our common stock, you should carefully read and consider the "Risk Factors" beginning on page 7 of this prospectus. Unless otherwise indicated, the number of shares of our common stock outstanding prior to this offering is based on 2,528,309 shares of Common Stock outstanding as of June 5, 2024, and excludes as of such date: 1,605,688 shares of common stock issuable upon the exercise of the 2024 Common Warrant with an exercise price of $1.68 per share; 2,409,091 shares of common stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $6.71 per share 333,648 shares of common stock which are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 133,648 shares of common stock are issuable upon exercise of outstanding options at an average exercise price of $28.39 per share. 6

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors as well as other information we include in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. Risks Related to Our Business and Capital Requirements We have a history of operating losses, and we expect losses to continue for the foreseeable future. As a research and development-focused company, we have had no product revenue to da

View Full Filing

View this S-1 filing on SEC EDGAR