GeoVax Labs, Inc. 8-K

What Happened

• GeoVax Labs, Inc. (GOVX) announced a registered public offering that closed on December 22, 2025. The company sold 13,244,896 common units at $0.245 per unit. Each unit included one share of common stock and warrants allowing purchase of up to 26,489,792 common shares in the aggregate. Net proceeds to the company, after fees and offering expenses (but excluding any proceeds from future warrant exercises), are approximately $2.9 million. Roth Capital Partners, LLC served as placement agent.

Key Details

• Offering size and price: 13,244,896 common units at $0.245 per unit.
• Warrants: total potential of 26,489,792 common warrant shares; exercise price $0.245 per share; immediately exercisable; expire five years from issuance.
• Proceeds and fees: approx. $2.9M net proceeds after placement agent fees; placement agent fee = 7.0% of gross proceeds plus expense reimbursement.
• Closing and restrictions: registration statement on Form S‑1 declared effective Dec 19, 2025; offering closed Dec 22, 2025. Company agreed to a 30‑day issuance restriction and a six‑month limitation on “variable rate” issuances (subject to limited exceptions). Warrants include a beneficial ownership cap of 4.99% (or 9.99% if elected) to prevent a holder from owning more than that amount upon exercise.

Why It Matters

• This financing provides immediate cash (about $2.9M) for working capital and general corporate purposes, helping fund near‑term operations.
• The transaction increases the number of shares outstanding and could increase dilution further if the warrants are exercised (they are immediately exercisable at $0.245).
• Short‑term restrictions on new share issuances reduce the likelihood of immediate additional dilution from the company issuing other equity, but warrant exercises remain possible.
• Placement agent fees (7% of gross proceeds) and the relatively low per‑unit price reflect small‑scale financing typical for early‑stage biotech companies — investors should weigh the dilution and the company’s cash runway against its development progress.