GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Material Modification to Rights of Security Holders

GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03     Material Modification to Rights of Security Holders

On January 21, 2020, we filed a Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. effecting a 1-for-2000 reverse stock split to which each two thousand (2000) shares of the Company’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the filing automatically and without any action on the part of the respective holders thereof, was combined and reclassified into one (1) share of Common Stock, par value $0.001 per share. For details, please refer to Item 5.03 below.

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 21, 2020, we filed a Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. effecting a 1-for-2000 reverse stock split to which each two thousand (2000) shares of the Company’s Common Stock, par value $0.001 per share (“Old Common Stock”), issued and outstanding immediately prior to the filing automatically and without any action on the part of the respective holders thereof, was combined and reclassified into one (1) share of Common Stock, par value $0.001 per share (the “New Common Stock”) (and such combination and conversion, the “Reverse Stock Split”). No fractional shares of New Common Stock will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would have been entitled to receive fractional shares will be entitled, upon surrender to our transfer agent of certificates representing such shares, to a cash payment in lieu thereof equal to the fraction to which the stockholder otherwise would have been entitled multiplied by $1.40, which was the closing price (calculated on a post-split basis) of our common stock as reported by The OTC Market on January 20, 2020.

Each stock certificate that, immediately prior to the filing, represented shares of Old Common Stock, automatically and without the necessity of presenting the same for exchange, now represents that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate have been reclassified. Each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified. The Company’s transfer agent will be sending letters of transmittal for stockholders of record to use in obtaining new share certificates.

The total number of shares of all classes of stock which the Company has the authority to issue remains at 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. A copy of the Certificate of Amendment to the Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01      Financial Statements and Exhibits

The following exhibits are filed with this Current Report: