8-K - GeoVax Labs, Inc. | StockGist

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GeoVax Labs, Inc. completed a $1 million registered direct offering on February 17, 2026, issuing 402,000 shares of common stock and pre-funded warrants for 30,902 shares at $2.31 per share, with concurrent private placement of Series A-1 and A-2 common warrants each for 432,902 shares. Net proceeds of approximately $865,000 will be used for working capital and general corporate purposes.

Key Takeaways

1Issued 402,000 common shares and pre-funded warrants for 30,902 shares in registered direct offering at $2.31 per share

2Issued Series A-1 common warrants for 432,902 shares (5-year term post-shareholder approval) and Series A-2 for 432,902 shares (2-year term)

3Offering closed February 17, 2026; gross proceeds ~$1 million, net ~$865,000 after 7% placement agent fee to H.C. Wainwright & Co.

4Amended existing warrants for 236,000 shares issued July 2025, reducing exercise price from $4.35 to $2.31 per share

5Common warrants exercisable at $2.31/share upon stockholder approval; pre-funded warrants immediately exercisable at $0.00001/share

630-day lock-up on new issuances and 12-month prohibition on variable rate transactions

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

of this Form 8-K is incorporated by reference herein. Each of the Form of Series A-1 Common Warrant and Form of Series A-2 Common Warrant has been filed as an e

Material Agreement

Source Document

3.02

Unregistered Sales of Equity Securities. The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of the

Securities Issuance

7.01

, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be express

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits . The following Exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K. Exhi

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: GeoVax Labs, Inc., purchasers party thereto

•Registered direct offering of 402,000 shares and pre-funded warrants for 30,902 shares at $2.31/share
•Concurrent private placement of Series A-1 and Series A-2 common warrants each for 432,902 shares
•Net proceeds approximately $865,000 for working capital and general corporate purposes
•Placement agent H.C. Wainwright & Co. received 7.0% cash fee plus expenses
•30-day lock-up on share issuances, 12-month prohibition on variable rate transactions

Exhibits (8)

10.1

EXHIBIT 10.1

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

4.3

EXHIBIT 4.3

4.4

EXHIBIT 4.4

5.1

EXHIBIT 5.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1