0001437749-12-000132.txt : 20120104 0001437749-12-000132.hdr.sgml : 20120104 20120104163946 ACCESSION NUMBER: 0001437749-12-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120104 DATE AS OF CHANGE: 20120104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GeoVax Labs, Inc. CENTRAL INDEX KEY: 0000832489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 870455038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52091 FILM NUMBER: 12506685 BUSINESS ADDRESS: STREET 1: 1900 LAKE PARK DRIVE STREET 2: SUITE 380 CITY: SMYRNA STATE: 2Q ZIP: 30080 BUSINESS PHONE: 678-384-7220 MAIL ADDRESS: STREET 1: 1900 LAKE PARK DRIVE STREET 2: SUITE 380 CITY: SMYRNA STATE: 2Q ZIP: 30080 FORMER COMPANY: FORMER CONFORMED NAME: Geovax Labs, Inc. DATE OF NAME CHANGE: 20061002 FORMER COMPANY: FORMER CONFORMED NAME: DAUPHIN TECHNOLOGY INC DATE OF NAME CHANGE: 19940826 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSO INC DATE OF NAME CHANGE: 19910410 8-K 1 govx_8k-010412.htm FORM 8-K govx_8k-010412.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  January 4, 2012
 
 
GEOVAX LABS, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
  
000-52091
  
87-0455038
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)
 

1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
(Address of principal executive offices) (Zip code)
 

(678) 384-7220
(Registrant’s telephone number, including area code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[  ] Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13(e)-4(c))
 
 
 
 
 
 
This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant’s management.  When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements.  Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
 
Item 8.01  Other Events
 
On January 4, 2012 we issued a press announcing that we are conducting a private placement offering of up to $1.5 million of units consisting of one share of common stock and a five-year warrant to purchase 1.5 shares of common stock at $1.00 per share.  The price per unit is $0.67.  The offering is expected to be completed by January 31, 2012.  The purpose of the offering is to raise funds to support clinical trials of our vaccines and for general business purposes.  A copy of the press release is attached to this Current Report.
 
Item 9.01     Financial Statements and Exhibits
   
Exhibit 99.1   Press Release
          
 
2
 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  January 4, 2012
 
 
GEOVAX LABS, INC.
  
     
       
 
By:
/s/ Mark W. Reynolds  
    Mark W. Reynolds  
    Chief Financial Officer   
       


3


 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1
 
GeoVax Labs, Inc. Announces Private Offering of Common Stock and Warrants

Offering Expected to Be Completed by January 31, 2012

ATLANTA, GA, January 4, 2012 – GeoVax Labs, Inc. (OTCQB/OTCBB: GOVX),  announced that it is conducting a private placement offering of up to $1.5 million of units consisting of one share of common stock and a five-year warrant to purchase 1.5 shares of common stock at $1.00 per share. The price per unit is $0.67. The offering is expected to be completed by January 31, 2012.  The purpose of the offering is to raise funds to support clinical trials of the Company’s vaccines and for general business purposes.

The units are being offered to a limited number of accredited investors identified by the Company. The sale of the units and the common stock issuable upon exercise of the warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Unless so registered, the units and common stock issued upon exercise of the warrants may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
 
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities.
 
Certain statements contained in this release, including those relating to the private placement, as well as statements containing words like “intends,” “expects,” and other similar expressions in this press release or the Company’s other public communications, are forward-looking statements that involve a number of risks and uncertainties. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to whether:  GeoVax can develop and manufacture its vaccines with the desired characteristics in a timely and economic manner, GeoVax’s vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent AIDS in humans, GeoVax vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine development, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, as well as other risks and uncertainties, such as those detailed from time to time in the Company’s Securities and Exchange Commission filings, including “Risk Factors” in the Company’s most recent Form 10-K. The Company does not undertake to update its forward-looking statements.
 
Contact
 
The Investor Relations Group
Erika Moran, Investor Relations
Janet Vasquez, Public Relations
(212) 825-3210