GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Entry into a Material Definitive Agreement

GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement

On May 8, 2017, we entered into private placement transaction and
executed a Securities Purchase Agreement (the Securities Purchase
Agreement) with the purchasers identified therein (collectively,
the Purchasers) providing for the issuance and sale to the
Purchasers of an aggregate of 1,000 shares of our Series D
Convertible Preferred Stock (the Preferred Shares) for gross
proceeds to the Company of $1,000,000. Each Preferred Share is
initially convertible into approximately 66,666.67 shares of our
Common Stock for an aggregate total of 66,666,667 shares of our
Common Stock (the Conversion Shares). The terms of the Preferred
Shares include antidilution provisions. We closed this
transaction on May 8, 2017.

The Preferred Shares do not have voting rights except as required
by law and are not entitled to a dividend.When issued, the
Conversion Shares will have the voting rights afforded to all
shares of Common Stock. The Preferred Shares have a liquidation
preference equal to the initial purchase price.

On May 8, 2017, in connection with the closing of the private
placement, we entered into a Registration Rights Agreement (the
Registration Rights Agreement) with the Purchasers.Under the
Registration Rights Agreement, we are required to file a
registration statement within 30 calendar days after signing the
Registration Rights Agreement.Our failure to meet the filing
deadlines and other requirements set forth in the Registration
Rights Agreement may subject us to monetary penalties.

to the Certificate of Designation which authorized the Series D
Convertible Preferred Stock, the Preferred Shares may be
converted at any time at the option of the Purchasers into shares
of our Common Stock at a conversion price of $0.015 per share
(the Conversion Price). The Certificate of Designation contains
price adjustment provisions, which may, under certain
circumstances, (i) reduce the Conversion Price on several future
dates, including the effective date of the registration statement
to be filed to cover resale of the Conversion Shares, according
to a formula based on the then-current market price for our
common stock

The securities sold to the Securities Purchase Agreement have not
been registered under the Securities Act of 1933 (the Securities
Act) and have been issued under an exemption from the
registration requirements of the Securities Act afforded by
Section4(2)thereof and Rule506 of Regulation D. The securities
may not be offered or sold in the United States in the absence of
an effective registration statement or exemption from applicable
registration requirements.

The foregoing description of the Securities Purchase Agreement,
Certificate of Designation, and the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of each document. Copies of the
Formof Securities Purchase Agreement, the Form of Certificate of
Designation, and the Formof Registration Rights Agreement are
attached as exhibits to this Current Report on Form8-K and are
incorporated herein by reference.

Item 3.02Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on
Form8-K is hereby incorporated by reference into this Item 3.02
in its entirety. On or about May 8, 2017, we issued the Preferred
Shares to the Purchasers. The Preferred Shares were offered and
sold to an exemption from the registration requirements under
Section 4(a) (2) of the Securities Act and Rule 506 of Regulation
D promulgated thereunder.The shares to be issued upon conversion
of the Preferred Shares have not been registered under the
Securities Act and may not be offered or sold in the United
States in the absence of an effective registration statement or
exemption from the registration requirements. This Current Report
on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation
or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

Item 3.03Material Modification to Rights of Security
Holders.

The disclosure provided above in Item 1.01 is incorporated by
reference into this Item 3.03 in its entirety.

On May 8, 2017, we filed a Certificate of Designation of
Preferences, Rights and Limitations of Series D Convertible
Preferred Stock with the Secretary of State of the State of
Delaware, in the form attached as Exhibit 4.1 to this Current
Report on Form 8-K.The Certificate of Designation creates and
specifies the rights of the Series D Convertible Preferred Stock,
including the terms and conditions on which shares of such
preferred stock would convert into shares of our Common Stock.

Item 9.01Financial Statements and Exhibits

The following exhibits are filed with this Current Report:

4.1

Form of Certificate of Designation of Preferences, Rights
and Limitations of Series D Convertible Preferred Stock,
filed May 8, 2017

4.2

Form of Stock Certificate for the Series D Convertible
Preferred Stock

10.1

Form of Securities Purchase Agreement dated May 8, 2017

10.2

Form of Registration Rights Agreement dated May 8, 2017


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.

GEOVAX LABS, INC. (OTCMKTS:GOVX) Recent Trading Information

GEOVAX LABS, INC. (OTCMKTS:GOVX) closed its last trading session 00.0000 at 0.0540 with 408,831 shares trading hands.

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