GeoVax Labs, Inc. 8-K

What Happened
GeoVax Labs, Inc. announced a registered direct offering that closed on February 17, 2026. The company issued 402,000 shares of common stock and pre-funded warrants to purchase up to 30,902 additional shares. In a concurrent private placement, the company offered Series A‑1 and A‑2 common warrants (Common Warrants) exercisable after stockholder approval. Net proceeds to the company, after placement agent fees and expenses, are approximately $865,000. H.C. Wainwright & Co., LLC acted as exclusive placement agent.

Key Details

• Offering size and pricing: 402,000 common shares at $2.31 per share and pre-funded warrants priced at $2.30999; pre-funded warrants have a $0.00001 exercise price and are immediately exercisable. Net proceeds ≈ $865,000.
• Common Warrants: Series A‑1 and A‑2 issued in the concurrent private placement to cover Common Warrant Shares; Common Warrants exercisable only after stockholder approval at $2.31 per share (A‑1 expire 5 years, A‑2 expire 2 years).
• Placement agent terms: H.C. Wainwright earned a 7.0% cash fee on gross proceeds, reimbursement of up to $35,000 in expenses and $10,000 clearing fees, a 6‑month right of first refusal on future offerings and a 3‑month tail fee.
• Warrant amendment: Existing warrants issued July 2, 2025 (covering 236,000 shares, originally $4.35 exercise price) were amended to reduce the exercise price to $2.31 and to be exercisable upon the stockholder approval date.

Why It Matters
This filing shows GeoVax raising modest near‑term capital for working capital and general corporate purposes while issuing additional warrant coverage that could dilute existing shareholders if exercised. Many of the new warrants cannot be exercised until the company obtains stockholder approval, so potential dilution is deferred. Placement agent fees and the granted rights (ROFR and tail) could affect the company’s flexibility and costs for future financings. Investors should note the ownership caps in the warrants (generally 4.99%, with an option for 9.99%) and monitor the company’s upcoming stockholder vote and any future exercises of warrants.