GeoVax Labs Enters Material Definitive Agreement

TL;DR

GeoVax Labs signed a big deal on 12/19/25. Details in the 8-K.

AI Summary

On December 19, 2025, GeoVax Labs, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Smyrna, Georgia.

Why It Matters

This filing indicates a significant new contract or partnership for GeoVax Labs, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided summary.

Key Players & Entities

• GeoVax Labs, Inc. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Smyrna, Georgia (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share GOVX The Nasdaq Capital Ma
• $0.245 — offering price for each Common Unit was $0.245. The Common Warrants have an exercise p
• $2,900,000 — f the Common Warrants, is approximately $2,900,000. The Company intends to use the net pro

Filing Documents

• govx20251221_8k.htm (8-K) — 35KB
• ex_901485.htm (EX-4.1) — 109KB
• ex_901484.htm (EX-10.1) — 147KB
• ex_901483.htm (EX-10.2) — 204KB
• ex_901526.htm (EX-99.1) — 12KB
• 0001437749-25-038547.txt ( ) — 761KB
• govx-20251219.xsd (EX-101.SCH) — 3KB
• govx-20251219_def.xml (EX-101.DEF) — 12KB
• govx-20251219_lab.xml (EX-101.LAB) — 15KB
• govx-20251219_pre.xml (EX-101.PRE) — 12KB
• govx20251221_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 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 the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in a public offering (the "Offering"), an aggregate of 13,244,896 common units (the "Common Units"), consisting of (A) 13,244,896 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") and (B) common warrants (the "Common Warrants") to purchase 26,489,792 shares of Common Stock (the "Common Warrant Shares"). The public offering price for each Common Unit was $0.245. The Common Warrants have an exercise price of $0.245 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 $2,900,000. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on December 22, 2025. In the Purchase Agreement, the Company agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days after the closing date of the Offering. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares o

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 19, 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. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 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 Common Warrant 5.1 Opinion of Womble Bond Dickinson (US) LLP (incorporated by reference to Exhibit 5.1 of the Company's Registration Statement on Form S-1 (File No. 333-292127) filed with the SEC on December 12, 2025) 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 December 19, 2025, 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. December 22, 2025 By: /s/ Mark W. Reynolds Name: Mark W. Reynolds Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR