---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-004392"
form_type: "8-K"
ticker: "GOVX"
cik: "0000832489"
company_name: "GeoVax Labs, Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:39:37.795266+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# GeoVax raises ~$1M gross in registered direct offering priced at $2.31/share

## Summary
- Offering of 432,902 shares (or pre-funded warrants) at $2.31/share; net proceeds ~$865,000.
- Concurrent private placement of Series A-1 and A-2 warrants for up to 432,902 shares each, exercisable at $2.31 after shareholder approval.
- Existing warrants for 236,000 shares amended: exercise price reduced from $4.35 to $2.31, subject to shareholder approval.
- Proceeds to fund R&D, manufacturing, clinical studies, and working capital.
- H.C. Wainwright acted as sole placement agent; closing occurred February 17, 2026.

## SEC filing metadata
- accession: 0001437749-26-004392
- form_type: 8-K
- ticker: GOVX
- cik: 0000832489
- company_name: GeoVax Labs, Inc.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/832489/000143774926004392/0001437749-26-004392-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/832489/000143774926004392/govx20260217_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-004392
- JSON: https://secwatch.observer/filing/0001437749-26-004392.json
- Plain text: https://secwatch.observer/filing/0001437749-26-004392.txt

## Key facts
- Material Agreements
  GeoVax Labs, Inc. entered into Purchase Agreement with the purchasers party thereto valued at approximately $865,000 (effective 2026-02-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the purchasers party thereto
  - Value: approximately $865,000
  - Effective: 2026-02-13
  source text: On February 13, 2026, GeoVax Labs, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of (i) 402,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 30,902 shares of Common Stock (the “Pre-Funded Warrant Shares”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774926004392/0001437749-26-004392-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.