8-K

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):  June 20, 2024 

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39563	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(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GOVX	The Nasdaq Capital Market
Warrants to Purchase Common Stock	GOVXW	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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This Current Report on Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company,” “us” or “we”) 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 Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “believe,” “look forward to,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “desire,” “target,” “potential,” “is likely,” “will,” “expect” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. 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. Except as required by law, the Company does not undertake to update its forward-looking statements.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 20, 2024, the Company received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it failed to comply with Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d) (the “Rule”), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in the Rule), in connection with the Company’s private placement that closed on May 21, 2024.  The Letter also notified the Company of the Staff’s determination that the Company had remediated the deficiency and regained compliance with the Rule, and the matter is now closed, as further described herein.

Nasdaq’s Letter has no effect on the listing of the Company’s Common Stock (as defined below) on The Nasdaq Capital Market.

On May 16, 2024, the Company entered into a securities purchase agreement to issue $1.3 million in common stock and warrants (the “Offering”). The Offering included 802,844 shares of common stock and warrants (the “Common Warrants”) to purchase up to 1,605,688 shares of common stock (“Units”) at a price of $1.68 per Unit. The Nasdaq Official Closing Price (“NOCP”) for GeoVax was $1.65 as of May 20, 2024, and the five-day average NOCP for the period then ended was $1.70. The Units were priced at $1.68; however, after attributing a value of $0.25, which represents 200% warrant coverage, the Minimum Price would need to be $1.90 per Unit.  When the Company entered into the Offering, the Company had 2,308,309 shares of common stock outstanding.  As such, the Offering represented a greater than 20% issuance of the common stock outstanding and was priced below the Minimum Price. In light of the foregoing, the Company was required to obtain prior shareholder approval under the Rule.   

As disclosed in Item 3.03 of this Report, on June 14, 2024, the Common Warrants were amended such that any exercise of the warrant is subject to shareholder approval, thereby eliminating the need to attribute any value to the Common Warrants.  As a result, the purchase price in the Offering is above the Minimum Price. Accordingly, the Staff has determined, that the Company complies with the Rule and the matter is now closed.

The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b)

Item 3.03 Material Modification to Rights of Security Holders.

On June 14, 2024, the Company entered a side letter with an institutional investor (the “Investor”) dated June 14, 2024 (the “Side Letter”) to amend the Common Stock Purchase Warrant dated as of May 21, 2024 (the “Warrant”), issued by the Company to the Investor, to amend the definition of “Initial Exercise Date” to be “the date on which the approval, as required by the applicable rules and regulations of the Trading Market, from the Company’s stockholders with respect to the issuance of this Warrant is obtained.”

The foregoing description of the Side Letter is qualified in its entirety by reference to the Side Letter, which is attached as Exhibit 4.1 attached hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit  No.	Description
4.1	Side Letter dated June 14, 2024, by and between the Company and the Investor
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 21, 2024

GEOVAX LABS, INC.
By:	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

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EX-4.1

Exhibit 4.1

GeoVax Labs, Inc.

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

June 14, 2024

Armistice Capital Master Fund Ltd.

Attn: Jonah Glickstein, Esq.

510 Madison Avenue 7^th Floor

New York, NY 10022

Re:         Amendment to the Common Stock Purchase Warrant dated May 21, 2024 (the “Warrant”)

Dear Jonah,

This letter sets forth the understanding of GeoVax Labs, Inc. (the “Company”) and Armistice Capital Master Fund, Ltd. (“Holder”) regarding certain rules of the Nasdaq Stock Market LLC (“Nasdaq”) and provides for the amendment of the Warrant to comply with Nasdaq rules. Terms not otherwise defined in this letter are to have the same meaning as such term is used in the Warrant. The preamble paragraph of the Warrant states that:

“THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 1,605,688 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).”

As the Company’s common stock is listed on the Nasdaq Capital Market, the Company is subject to the Nasdaq Stock Market Rules, including Nasdaq Rule 5635(e) which requires that an issuer obtain stockholder approval prior to certain issuances of common stock or securities convertible into or exchangeable for common stock at a price less than the lower of (i) the Nasdaq official closing price immediately preceding the transaction, and (ii) the average Nasdaq official closing price for the five trading days immediately preceding the transaction (the “Minimum Price”), if such issuance equals 20% or more of the common stock or voting power of the issuer outstanding before the transaction.

Pursuant to the definition of “Initial Exercise Date,” in the Warrant, the Warrant may be exercised at any time following the date of the Warrant, which would cause the Company to have violated Nasdaq Rule 5635(e).

As such, to maintain compliance with Nasdaq rules, Company and Holder hereby agree to the amend the Warrant to delete the preamble paragraph of the Warrant in its entirety and insert the following language in lieu thereof:

“THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the date on which the approval, as required by the applicable rules and regulations of the Trading Market, from the Company’s stockholders with respect to the issuance of this Warrant is obtained (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Issue Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 1,605,688 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).”

The Company will file a preliminary proxy statement to set a special meeting of the Company’s stockholders (which may also be at the annual meeting of the Company’s stockholders) to obtain shareholder approval for the issuance of the additional shares under the Warrant as soon as reasonably practicable for the purpose of obtaining approval of the Warrant by the Company’s stockholders (the “Stockholder Approval”), with the recommendation of the Company’s board of directors that such proposal be approved. The Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval. If the Company does not obtain Stockholder Approval at the first meeting, the Company will call a meeting every four months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Warrant is no longer outstanding.

To acknowledge and confirm Holder’s agreement regarding the amendment to the Warrant as set forth above, the Company requests that Holder sign and return this letter at its earliest convenience.

Should you have any questions or would like to discuss this letter, please contact Mark Reynolds at mreynolds@geovax.com or 678-384-7224 or Reid Avett, outside securities counsel, at reid.avett@wbd-us.com or 202-857-4425.

Sincerely,
Mark W. Reynolds
Chief Financial Officer
ACKNOWLEDGED AND AGREED TO:
Armistice Capital Master Fund Ltd.
By:	Armistice Capital, LLC,
	the Investment Manager
	By:
	Name:
	Title:

XML

Document And Entity Information	Jun. 20, 2024
Document Information [Line Items]
Entity, Registrant Name	GEOVAX LABS, INC.
Document, Type	8-K
Document, Period End Date	Jun. 20, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39563
Entity, Tax Identification Number	87-0455038
Entity, Address, Address Line One	1900 Lake Park Drive, Suite 380
Entity, Address, City or Town	Smyrna
Entity, Address, State or Province	GA
Entity, Address, Postal Zip Code	30080
City Area Code	678
Local Phone Number	384-7220
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000832489
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	GOVX
Security Exchange Name	NASDAQ
WarrantsToPurchaseCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	GOVXW
Security Exchange Name	NASDAQ