{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-26-033566","form_type":"8-K","ticker":"GOVX","cik":"0000832489","company_name":"GeoVax Labs, Inc.","filed_at":"2026-10-27T13:00:43+00:00","discovered_at":"2026-10-27T13:02:00.257101+00:00","generated_at":"2026-10-27T13:02:07.305302+00:00","sec_items":["1.01","5.02","2.03","3.03","7.01","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"GeoVax signs $1M lender-discretion revolver at 12%; lender nominees take 3 of 5 board seats","bullets":["Unsecured $1,000,000 revolver with Bowery Consulting Group at 12% per annum, maturing 12 months after closing; no amounts drawn as of the filing; 16% default rate.","Each drawdown is at the Lender's sole and absolute discretion and either party may terminate the commitment at any time, so GeoVax can give no assurance funds will be available.","Five directors (Chase, Kollintzas, Lemerond, Morgan, Spencer) resigned Oct 23, 2026; lender nominees Brown, O'Brien and Uppal hold 3 of 5 seats and a majority of every committee.","Nominees auto-resign if the Qualified Public Equity Offering (>=$5M) misses a 10-business-day post-S-1 deadline or $10M Required Additional Financing is not done by Dec 31, 2026.","Covenants bar dividends, buybacks and new officer/consultant compensation without lender consent; lender gets a 10-day right of first refusal on new debt."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-033566","json":"https://secwatch.observer/filing/0001437749-26-033566.json","markdown":"https://secwatch.observer/filing/0001437749-26-033566.md","text":"https://secwatch.observer/filing/0001437749-26-033566.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/govx20261026_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-27T13:02:07.305302+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"257ce84fa0","claim":"Tyler O’Brien was appointed as Director at GeoVax Labs, Inc..","evidence_excerpt":"the remaining members of the Company’s Board of Directors (the “Remaining Directors”) appointed three individuals designated by the Lender, Steven Brown, Tyler O’Brien and Manpreet Uppal as directors (the “Lender Board Nominees”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6ed99c3296","claim":"Steven Brown was appointed as Director at GeoVax Labs, Inc..","evidence_excerpt":"the remaining members of the Company’s Board of Directors (the “Remaining Directors”) appointed three individuals designated by the Lender, Steven Brown, Tyler O’Brien and Manpreet Uppal as directors (the “Lender Board Nominees”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"adf900d04c","claim":"John Spencer, Jr. resigned as Director at GeoVax Labs, Inc..","evidence_excerpt":"Effective October 23, 2026, five of the Company’s directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c00cfb8f57","claim":"Nicole Lemerond resigned as Director at GeoVax Labs, Inc..","evidence_excerpt":"Effective October 23, 2026, five of the Company’s directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"de1496e309","claim":"Dean Kollintzas resigned as Director at GeoVax Labs, Inc..","evidence_excerpt":"Effective October 23, 2026, five of the Company’s directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e23b575ee1","claim":"Randal Chase resigned as Director at GeoVax Labs, Inc..","evidence_excerpt":"Effective October 23, 2026, five of the Company’s directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e2862a0d8b","claim":"Jayne Morgan resigned as Director at GeoVax Labs, Inc..","evidence_excerpt":"Effective October 23, 2026, five of the Company’s directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e9f508c839","claim":"Manpreet Uppal was appointed as Director at GeoVax Labs, Inc..","evidence_excerpt":"the remaining members of the Company’s Board of Directors (the “Remaining Directors”) appointed three individuals designated by the Lender, Steven Brown, Tyler O’Brien and Manpreet Uppal as directors (the “Lender Board Nominees”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/832489/000143774926033566/0001437749-26-033566-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}