0001437749-14-018352.txt : 20141016 0001437749-14-018352.hdr.sgml : 20141016 20141015102611 ACCESSION NUMBER: 0001437749-14-018352 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141015 DATE AS OF CHANGE: 20141015 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-180535 FILM NUMBER: 141156729 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 424B3 1 govx20141015_424b3.htm FORM 424B3 govx20141015_424b3.htm

Prospectus Supplement No. 3

Filed Pursuant to Rule 424(b)(3)

To prospectus dated March 27, 2014

Registration Statement No. 333-180535

 

                                   

                            

GEOVAX LABS, INC.

 

Up to 5,866,666 Shares of Common Stock

 

 

 

This prospectus supplement modifies, supersedes and supplements information contained in, and should be read in conjunction with the prospectus, dated March 27, 2014 related to the issuance by us of our common stock upon exercise of Series A and Series C Warrants originally issued in 2012 in a private placement.  We also filed prospectus supplements on May 2, 2014 and August 8, 2014, which are also a part of the prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in connection with, the prospectus and related supplements.  Any information that is modified or superseded in the prospectus, as so supplemented, shall not be deemed to constitute a part of the prospectus, except as modified or superseded by this prospectus supplement.

 

Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 4 of the prospectus dated March 27, 2014 for a discussion of these risks.

 

Our common stock is traded on The OTCQB Market under the symbol ‘‘GOVX’’. On October 14, 2014, the last reported sale price of our common stock was $0.39 per share. The Warrants are not listed on a securities exchange.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement in truthful or complete. Any representation to the contrary is a criminal offense.

 

 

WARRANT EXERCISE FEE ARRANGEMENT

 

On October 14, 2014 we agreed with the following holders of Series A and Series C Warrants issued in the 2012 private placement to pay a warrant exercise fee of $0.075 for each share acquired upon exercise of the warrants in return for their agreement to exercise warrants for no less than 3,176,000 shares. This agreement has the effect of reducing the exercise price from $0.35 to $0.275.

 

Name

 

Number
of Warrants

 

Sabby Healthcare Volatility Master Fund, Ltd.

 

2,666,666

 

Sabby Volatility Warrant Master Fund, Ltd.

  

2,666,666

 

 

 

 

 

 

 

 

 

 

 

The date of this Prospectus Supplement is October 15, 2014.