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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 22, 2025
 

 
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
(Registrants 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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Item 5.07          Submission of Matters to a Vote of Security Holders.
 
The Company re-convened a special meeting of stockholders on January 22, 2025 (originally convened on September 17, 2024). The Company received proxies totaling 1,675,334 of its 5,013,700 issued and outstanding shares of common stock as of the record date of July 22, 2024, representing 33.4% of the outstanding shares of common stock entitled to vote. The stockholders voted on the following proposals and the results of the voting are presented below.
 
Approval of the May 2024 Warrant Exercise Proposal
 
Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 1,605,688 shares of our common stock upon exercise of a common stock purchase warrant issued to an institutional investor in connect with the private placement offering which occurred on May 16, 2024. There were no broker non-votes on this item.
 
For   Against   Abstain
1,294,141   287,649   93,544
 
Approval of the July 2024 Warrant Exercise Proposal
 
Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 2,170,000 shares of our common stock upon exercise of a common stock purchase warrant issued to an institutional investor in connect with the private placement offering which occurred on July 11, 2024. There were no broker non-votes on this item.
 
For   Against   Abstain
1,306,150   275,705   93,479
                 
                  
 
 
 
 
 
 
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: January 22, 2025
 
 
GEOVAX LABS, INC.
 
     
     
 
By:
/s/ Mark W. Reynolds
 
   
Mark W. Reynolds
 
   
Chief Financial Officer
 
       
 
 
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