GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On March 5, 2018, 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 600 shares of our Series E Convertible Preferred Stock (the “Preferred Shares”) for gross proceeds to the Company of $600,000. Each Preferred Share is initially convertible into approximately 12,500 shares of our Common Stock for an aggregate total of 7,500,000 shares of our Common Stock (the “Conversion Shares”). The terms of the Preferred Shares include antidilution provisions. We closed this transaction on March 5, 2018.
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.
to the Certificate of Designation which authorized the Series E 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 $0.08 per share (the “Conversion Price”). The Certificate of Designation contains price adjustment provisions, which may, under certain circumstances reduce the Conversion Price on several future dates according to a formula based on the then-current market price for our common stock
If the parties so agree, then the Company may sell up to an additional 600 shares of its Preferred Shares on the terms identical to those upon which the first 600 shares were sold. In that event, the Company will then also be obligated to issue the purchasers a warrant for up to 50% of the total shares of our Common Stock into which all of the Preferred Shares sold at either time could be converted. The warrant would have an exercise price equal to the then-current conversion price for the Preferred Shares, three-year term, and include a cashless-exercise feature.
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 and the Certificate of Designation 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 and the Form of Certificate of Designation 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 March 5, 2018, 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 March 5, 2018, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series E 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 E 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:
GeoVax Labs, Inc. ExhibitEX-4.1 2 ex_106935.htm EXHIBIT 4.1 ex_106935.htm Exhibit 4.1 GeoVax 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.