GeoVax Labs Files 8-K: Agreements, Equity Sales, and Financials

TL;DR

GeoVax Labs dropped an 8-K on 9/30/25 covering new deals, stock sales, and financials.

AI Summary

On September 30, 2025, GeoVax Labs, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported unregistered sales of equity securities, and provided a Regulation FD disclosure. The filing also included financial statements and exhibits, offering insights into the company's recent financial activities and disclosures.

Why It Matters

This 8-K filing provides crucial updates on GeoVax Labs' material agreements, equity transactions, and financial health, which are important for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• GeoVax Labs, Inc. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock , par value $0.001 per share GOVX The Nasdaq Capital Ma
• $0.63 — Shares"). The public offering price was $0.63 for each Share coupled with the Common
• $2,325,000 — f the Common Warrants, is approximately $2,325,000. The Company intends to use the net pro

Filing Documents

• govx20250930_8k.htm (8-K) — 36KB
• ex_865347.htm (EX-4.1) — 112KB
• ex_865348.htm (EX-5.1) — 10KB
• ex_865349.htm (EX-10.1) — 147KB
• ex_865350.htm (EX-10.2) — 224KB
• ex_865351.htm (EX-99.1) — 12KB
• ex_865348img001.jpg (GRAPHIC) — 3KB
• logosm.jpg (GRAPHIC) — 12KB
• wbdlogo01.jpg (GRAPHIC) — 24KB
• wbdweb01.jpg (GRAPHIC) — 12KB
• 0001437749-25-030125.txt ( ) — 872KB
• govx-20250930.xsd (EX-101.SCH) — 3KB
• govx-20250930_def.xml (EX-101.DEF) — 11KB
• govx-20250930_lab.xml (EX-101.LAB) — 15KB
• govx-20250930_pre.xml (EX-101.PRE) — 11KB
• govx20250930_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2025, 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 purchasers party thereto pursuant to which the Company agreed to sell, in a registered direct offering (the "Offering"), an aggregate of 3,968,256 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"). In a concurrent private placement, the Company offered common warrants to the purchasers, with each warrant exercisable to purchase one share of Common Stock (the "Common Warrants"), with three Common Warrant to accompany each share of Common Stock sold in the Offering, and to purchase in the aggregate of 11,904,768 shares of Common Stock (the "Common Warrant Shares"). The public offering price was $0.63 for each Share coupled with the Common Warrants. The Common Warrants have an exercise price of $0.63 per share. Under the terms of the Purchase Agreement and to comply with Nasdaq rules, the Company is required to hold a special meeting of stockholders to approve the issuance of the Common Warrant Shares; the Common Warrants will be exercisable upon obtaining stockholder approval at the special meeting and will expire five years from the date of such approval. 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 $2,325,000. The Company intends to use the net proceeds from the Offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures and working capital. The Offering closed on September 30, 2025. In the Purchase Agreement, the Company agreed, su

02 Material Modification to Rights of Security Holders

Item 3.02 Material Modification to Rights of Security Holders. The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of 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 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2025, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 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 September 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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: September 30, 2025 GEOVAX LABS, INC. By: /s/ Mark W. Reynolds Mark W. Reynolds Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR