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): March 6, 2020
GEOVAX LABS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-52091 | | 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: None
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. ☐
This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company”) 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, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these 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.
Item 8.01 Other Events
Changes to Outstanding Shares of Capital Stock. Between January 21, 2020 and March 6, 2020, holders of our convertible preferred stock converted approximately 1,711 shares of convertible preferred stock into 9,561,937 shares of our common stock. The following table provides additional details concerning our outstanding capital stock
Class | January 21, 2020 Outstanding Shares | March 6, 2020 Outstanding Shares |
Common Stock
$0.01 par value | 299,835 | 9,872,189 |
Series B Convertible
Preferred Stock, $0.01 par value | 100 ($100,000 stated value) | 100 ($100,000 stated value) |
Series H Convertible
Preferred Stock, $0.01 par value | 1,686 ($1,686,029 stated value) | -0- ($-0- stated value) |
Series I Convertible
Preferred Stock, $0.01 par value | 700 ($700,000 stated value) | 675 ($675,237 stated value) |
Series J Convertible
Preferred Stock, $0.01 par value | -0- ($-0- stated value) | 300 ($300,000 stated value) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 9, 2020
| GEOVAX LABS, INC. | |
| | |
| | |
| By: | /s/ Mark W. Reynolds | |
| | Mark W. Reynolds | |
| | Chief Financial Officer | |
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