GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 22, 2016, we entered into an Agreement to Amend and
Exercise Warrants with Sabby Healthcare Master Fund, Ltd. and
Sabby Volatility Warrant Master Fund, Ltd. (the Purchasers) with
respect to:
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The exercise by the Purchasers of their Series E Common |
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Exercise by the Purchasers of a sufficient number of outstanding Series D Common Stock Purchase Warrants (Series D Warrants) such that each of the Purchasers shall thereafter be the beneficial owner of 9.98% of our common stock (after taking into account the exercise of the Series E Warrants). The exercise price for each share purchased is $0.05. |
As of the date of the agreement, Sabby Healthcare Master Fund,
Ltd. and Sabby Volatility Warrant Master Fund, Ltd each owned
Series D Warrants to acquire 8,333,333 shares of our common
stock. The Purchasers also agreed that if they desire to acquire
additional shares of our common stock, then subject to specified
conditions, they shall purchase such Common Stock by exercising
sufficient 2015 Warrants such that a minimum of 50% of each such
acquisition results from exercise of 2015 Warrants before
acquiring such shares to any other rights to acquire Common Stock
(such as the right to convert Series C Convertible Preferred
Stock) until they have acquired all of the shares of the Companys
Common Stock subject to the 2015 Warrants.
The foregoing description of the letter agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the agreement. A copy of the
agreement is attached as an exhibits to this Current Report on
Form8-K and incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 3.02
in its entity. As noted, on December 22, 2016, the Purchasers
agreed to exercise Series E Warrants to purchase, in the
aggregate, 1,502,078 shares of our common stock, $0.001 par
value. The Purchasers also agreed to acquire approximately
4,010,422 shares of our common stock by exercise of Series D
Warrants. Upon exercise of the Series E and Series D Warrants,
the outstanding common stock will consist of 55,235,233 shares.
The common stock was offered and sold to an exemption from the
registration requirements under Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder. The
agreed upon issuance of the common stock was not registered under
the Securities Act and the common stock may not be offered or
sold in the United States in the absence of an effective
registration statement or exemption from the registration
requirements. The resale of the common stock by the Purchasers is
currently covered by effective registration statements on Form
S-1 (Registration Statement No. 333-208549 with respect to shares
acquired upon exercise of Series D and E Warrants,).
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 9.01Financial Statements and Exhibits
The following exhibit is filed with this Current Report:
10.1 Form of Agreement to Amend and Exercise Warrants dated
December 22, 2016.
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 down -0.0020 at 0.0640 with 1,068,004 shares trading hands.