false 0000832489 0000832489 2024-09-17 2024-09-17 0000832489 govx:CommonStockParValue0001PerShareCustomMember 2024-09-17 2024-09-17 0000832489 govx:WarrantsToPurchaseCommonStockCustomMember 2024-09-17 2024-09-17
 
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): September 17, 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. ☐
 
 
 
 
Item 8.01          Other Events.
 
The Company convened a Special Meeting of Stockholders (the “Special Meeting”) on September 17, 2024 and adjourned the Special Meeting without any business being conducted due to lack of the required quorum. The Company has determined to keep the polls open and reconvene the Special Meeting on October 1, 2024 at 8:30 a.m. Eastern Time to provide its stockholders additional time to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on August 1, 2024. No changes have been made to the proposals to be voted on by stockholders at the Special Meeting.
 
At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 24% of the shares of the Company’s common stock outstanding and entitled to vote. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
 
Item 9.01
Financial Statements and Exhibits.
 
None. 
 
 
 
 
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 hereunto duly authorized.
 
 
GeoVax Labs, Inc.
   
September 17, 2024
By:
/s/ Mark W. Reynolds
 
Name:
Mark W. Reynolds
 
Title:
Chief Financial Officer
 
 
 
v3.24.3
Document And Entity Information
Sep. 17, 2024
Document Information [Line Items]  
Entity, Registrant Name GEOVAX LABS, INC.
Document, Type 8-K
Document, Period End Date Sep. 17, 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
CommonStockParValue0001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
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
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