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~~July 177, 2026

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.)

1955 Lake Park Drive, Suite 300

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

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. ☐

~~Item~~This 5Current Report on Form 8-K and other reports filed by GeoVax Labs, Inc.~~07 Submission~~ (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, ~~Matters~~and information currently available to, athe ~~Vote~~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 ~~Security~~these ~~Holders~~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.

~~The~~Item ~~Company held its annual meeting of stockholders on June 17, 2026~~3.01 Notice ~~The Company received proxies totaling 1,288,684~~ of ~~its~~Delisting ~~2,892,570~~or ~~issued~~Failure ~~and~~to ~~outstanding~~Satisfy ~~shares~~a ofContinued ~~common~~Listing ~~stock~~Rule asor ofStandard; ~~the~~Transfer ~~record date~~ of ~~April 20, 2026~~Listing. ~~The stockholders voted on the following proposals and the results of the voting are presented below.~~

~~Election~~On July 7, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of ~~Directors~~ the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the $2,500,000 minimum stockholders’ equity requirement for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”) and, as of the date of the Notice, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations (together with the Stockholders’ Equity Requirement, the “Listing Rule”).

~~Our~~In ~~stockholders~~accordance ~~voted~~with toNasdaq ~~elect~~Listing Rules, the ~~slate~~Company ofhas ~~directors~~45 ~~consisting~~calendar ofdays, ~~seven~~or ~~members~~until August 21, 2026, to ~~hold~~submit ~~office~~a ~~until~~plan ~~the~~to ~~next~~regain ~~annual~~compliance ~~meeting~~to ofNasdaq. ~~stockholders~~If orthe ~~until~~plan ~~their~~is ~~successors~~accepted, ~~are~~the ~~duly~~Staff ~~elected~~may ~~and~~grant ~~qualified.~~the ~~There~~Company ~~were~~an aextension ~~total~~period of ~~810,066~~up ~~broker~~to ~~non-votes~~180 oncalendar ~~this~~days ~~item~~from the date of the Notice to evidence compliance.

Nominee	For		Withheld
Randal D. Chase		420,305		58,313
David A. Dodd		418,963		59,655
Dean G. Kollintzas		420,198		58,420
Nicole Lemerond		417,920		61,426
Robert T. McNally		419,481		59,137
Jayne Morgan		420,422		58,196
John N. Spencer, Jr.		420,434		58,184

The notification received has no immediate effect on the Company’s Nasdaq listing. The Company’s common stock will continue to trade on Nasdaq under the symbol “GOVX” at this time. The Company intends to timely submit a plan to regain compliance. The Company is currently evaluating its options for regaining compliance. There can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Listing Rule or, if accepted, that the Company will evidence compliance with the Listing Rule during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request a further extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff.

Approval of the February 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 865,804 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the private placement offering which occurred on February 17, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
395,198	65,103	18,317

Approval of the March 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 1,269,316 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the warrant exercise inducement which occurred on March 31, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
395,365	66,838	16,415

Approval of the May 2026 Warrant Exercise Proposal

Our stockholders approved a proposal to approve, pursuant to Nasdaq listing rules, the issuance of up to 1,702,986 shares of our common stock upon exercise of common stock purchase warrants issued to certain institutional investors in connect with the warrant exercise inducement which occurred on May 7, 2026. There were a total of 810,066 broker non-votes on this item.

For	Against	Abstain
375,831	35,336	67,451

Ratification of Independent Auditor

Our stockholders approved the ratification of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this item.

For	Against	Abstain
1,185,525	37,409	65,750

~~Advisory Vote on the Compensation of our Named Executive Officers~~SIGNATURE

~~Our~~Pursuant ~~stockholders~~to ~~approved,~~the onrequirements anof ~~advisory~~the ~~basis,~~Securities ~~the~~Exchange ~~compensation~~Act of ~~our~~1934, ~~Named~~the ~~Executive~~Registrant ~~Officers~~has ~~(as~~duly ~~defined~~caused inthis ~~the~~report ~~Proxy~~to ~~Statement).~~be ~~There~~signed ~~were~~on aits ~~total~~behalf ofby ~~810,066~~the ~~broker~~undersigned ~~non-votes~~hereunto onduly ~~this item~~authorized.

For	Against	Abstain
385,843	65,826	26,949

Date: July 10, 2026

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

Our stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of our Named Executive Officers (as defined in the Proxy Statement). The determination was to hold such advisory votes on a three-year cycle.

1 Year	2 Years	3 Years	Abstain
339,064	24,463	97,058	18,033

SIGNATURES

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 thereunto duly authorized.

Date: June 17, 2026

	GEOVAX LABS, INC.


	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer

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