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
Item 1.01 Entry into a Material Definitive Agreement

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On December 27, 2018, we entered into an Additional Issuance Agreement with the purchasers identified therein (“Purchasers”) to which we issued two Term Promissory Notes (“Notes”) and Series H Common Stock Purchase Warrants (“Warrants”) to two current investors in exchange for gross proceeds to the Company of $250,000.

The Notes, which are non-interest-bearing, are due on January 22, 2019. The Notes may be prepaid without penalty and may be accelerated in the event of default. The Notes also provide that if the Company consummates any private or public offering of securities or other financing or capital-raising transaction then the proceeds shall be applied to amounts due under the Notes.

The Warrants are for the purchase of up to 10,000,000 shares of our Common Stock in the aggregate (5,000,000 for each Purchaser). The Warrants have an exercise price of $0.025 per share. The Warrants are exercisable once they have been outstanding for six months and have a term equal to three years from the date of issuance. The Warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances reduce the exercise price to match if we take specified actions which involve share prices for our common stock or common stock equivalents at a price lower than the exercise price of the Warrants, or if the Company effects certain changes to its outstanding capital stock.

The foregoing description of the Additional Issuance Agreement, the Notes, and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document. Copies of the forms of these documents are attached as exhibits to this Form8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The Notes are described at Item 1.01 above, and that description is incorporated herein by reference.

The description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes. The form of the Notes is attached hereto as an exhibit and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The Warrants are described at Item 1.01. They 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.

Item 9.01Financial Statements and Exhibits

The following exhibits are filed with this Current Report:

10.1Form of Note dated December 27, 2018.

10.2Additional Issuance Agreement dated December 27, 2018.

10.3Form of Series H Common Stock Purchase Warrant dated December 27, 2018.

GeoVax Labs, Inc. Exhibit
EX-10.1 2 ex_132189.htm EXHIBIT 10.1 ex_132189.htm Exhibit 10.1   GEOVAX LABS,…
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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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