GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On August 4, 2017, we filed a Certificate of Amendment to our Certificate of Incorporation to amend the first paragraph of ArticleIV thereof to increase our authorized shares of common stock, $0.001 par value, from 300,000,000 to 600,000,000. The general effect of the amendment is to permit the Company to issue additional shares of Common Stock. The amended first paragraph of ArticleIV reads in its entirety as follows:

“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 610,000,000 shares, which are divided into two classes consisting of: (a)600,000,000 shares of Common Stock, par value $0.001 per share, and (b)10,000,000 shares of Preferred Stock, par value $0.01 per share.”

The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held a special meeting of the stockholders on August 4, 2017. The Company received proxies totaling approximately 89% of its issued and outstanding shares of common stock representing 54,948,946shares of common stock, as of the record date of June 5, 2017. The stockholders voted on the following proposal and the results of the voting are presented below. No other matter was presented for a vote of the stockholders.

Amendment of Certificate of Incorporation

Our stockholders approved the proposal to amend our certificate incorporation to increase our authorized shares of common stock from 300 million to 600 million. There were no broker non-votes on this item.

For

Against

Abstain

41,942,924

12,493,896

512,126

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

Exhibit 3.1 Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc.


GeoVax Labs, Inc. Exhibit
EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm   Exhibit 3.1   Certificate of Amendmentto the Certificate of IncorporationofGeovax Labs,…
To view the full exhibit click here

About GEOVAX LABS, INC. (OTCMKTS:GOVX)

GeoVax Labs, Inc. (GeoVax) is a clinical-stage biotechnology company. The Company is engaged in developing human vaccines against infectious diseases using its modified vaccine Ankara-virus-like particles (MVA-VLP) vaccine platform. The Company’s platform supports in vivo expression of non-infectious virus-like particles (VLPs) from the cells of the person receiving the vaccine. The Company’s development programs are focused on vaccines against Human Immunodeficiency Virus (HIV), Zika virus and hemorrhagic fever viruses (Ebola, Marburg and Lassa Fever), as well as for use in cancer immunotherapy. The Company’s clinically advanced vaccine development program is a (deoxyribonucleic acid (DNA)/MVA) vaccine regimen designed to protect against the clade B subtype of the HIV virus. The Company is developing a Tetravalent Vaccine (TV) utilizing its MVA-VLP platform to address the unmet need for a product that can respond to future filovirus epidemics.

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