UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2010
GEOVAX LABS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-52091   87-0455038
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
1900 Lake Park Drive, Suite 380
Smyrna, Georgia
   
30080
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (678) 384-7220
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Item 8.01 Other Events.
On April 27, 2010, our Board of Directors filed a Certificate of Amendment (the “Amendment”) to our Certificate of Incorporation to effect a 1-for-50 reverse split of our common stock. The reverse stock split became effective upon the filing of the Amendment with the Secretary of State of Delaware. This action followed stockholder approval, at a Special Meeting of Stockholders held on April 13, 2010, of the grant of discretionary authority to our Board of Directors to effect a reverse stock split of our authorized, issued and outstanding common stock at any time within four months after the date stockholder approval was obtained at any one of the following ratios, as selected by our Board of Directors: 1-for-20, 1-for-30, 1-for-40, or 1-for-50. At its meeting on April 13, 2010, our Board of Directors determined to effect the reverse stock split at the 1-for-50 ratio.
Upon the filing of the Amendment, every 50 shares of our issued and outstanding common stock were combined into one share of common stock. We did not issue any fractional shares 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 $5.55, which was the closing price (calculated on a post-split basis) of our common stock as on the Over the Counter Bulletin Board (the “OTCBB”), on April 26, 2010.
On April 28, 2010, to indicate the reverse stock split, the OTCBB will append a “D” to our trading symbol and for a period of 20 trading days our common stock will be reported under the symbol “GOVXD.” On May 26, 2010, our trading symbol will revert to “GOVX.” The new CUSIP number for our common stock is 373678200.
Additional information about the reverse stock split is available in our definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2010.
A copy of the Amendment effecting the reverse stock split is attached hereto as Exhibit 3.1. A copy of our form of common stock certificate following the reverse stock split is attached hereto as Exhibit 4.1. A copy of the press release issued on April 16, 2010 announcing the reverse stock split is attached hereto as Exhibit 99.1.

 

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description of Exhibit
   
 
Exhibit 3.1  
Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc.
   
 
Exhibit 4.1  
Form of Common Stock Certificate
   
 
Exhibit 99.1  
Press Release

 

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 28, 2010
         
  GEOVAX LABS, INC.
 
 
  By:   /s/ Mark W. Reynolds    
    Mark W. Reynolds   
    Chief Financial Officer   

 

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EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
   
 
Exhibit 3.1  
Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc.
   
 
Exhibit 4.1  
Form of Common Stock Certificate
   
 
Exhibit 99.1  
Press Release

 

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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
GEOVAX LABS, INC.
GeoVax Labs, Inc. (the “Corporation”), does hereby certify that the Corporation’s Certificate of Incorporation originally filed with the Delaware Secretary of State on June 17, 2008, as amended by that certain Certificate of Merger filed June 18, 2008, as further amended by that certain Certificate of Amendment to the Certificate of Incorporation of the Corporation filed April 13, 2010, is hereby further amended pursuant to Section 242 of the General Corporation Law of the State of Delaware.
The Corporation does also hereby certify that this Certificate of Amendment was duly adopted by the Corporation’s Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 141, 222, and 242 of the General Corporation Law of the State of Delaware.
The Certificate of Incorporation of the Corporation is amended as follows:
The first paragraph of Article IV of the Certificate of Incorporation shall be deleted in its entirety and replaced with the following:
“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 50,000,000 shares, which are divided into two classes consisting of: (a) 40,000,000 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.
Upon the effectiveness of the Certificate of Amendment of the Certificate of Incorporation (the “Effective Time”), each fifty (50) shares of the Corporation’s common stock, par value $0.001 per share (“Old Common Stock”), issued and outstanding immediately prior to the Effective Time will automatically and without any action on the part of the respective holders thereof, be 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”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the Reverse Stock Split and the Corporation shall not recognize on its stock record books any purported transfer of any fractional share of New Common Stock. In lieu thereof, the Corporation shall make a cash payment equal to the Market Value (as subsequently defined herein) of such fractional share of Common Stock to holders thereof who would otherwise be entitled to receive fractional shares, except for the provisions hereof, upon surrender of certificates representing those shares to the Corporation’s transfer agent. The ownership of such fractional interests shall not entitle the holder thereof to any voting, dividend or other right, except the right to receive payment therefor as described above. For the purposes hereof, “Market Value” of shares of Common Stock shall mean an amount per share equal to the closing price of the Common Stock on the business day immediately preceding the Effective Time as reported by the OTC Bulletin Board. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the

 

 


 

Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of any fractional share interests of New Common Stock as set forth above), provided, however, that 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, as well as any cash in lieu of fractional share interests of New Common Stock to which such holder may be entitled as set forth above.”
The remainder of the Certificate of Incorporation shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on April 27, 2010.
         
  GEOVAX LABS, INC.
 
 
  /s/ Robert T. McNally    
  ROBERT T. MCNALLY   
  Chief Executive Officer/President   
ATTEST:
     
/s/ Mark W. Reynolds
 
   
MARK W. REYNOLDS
   
Chief Financial Officer/Corporate Secretary
   

 

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Exhibit 4.1
Text of GeoVax Labs, Inc. Common Stock Certificate:
         
NUMBER       SHARES
         
GV                        GEOVAX LABS, INC.                       
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
     
COMMON STOCK
  COMMON STOCK
SEE REVERSE FOR
   
CERTAIN DEFINITIONS
   
 
   
THIS CERTIFIES THAT
  CUSIP 373678 20 0
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE COMMON STOCK OF                                                                              GEOVAX LABS, INC.                                                                        Transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be hereunto affixed.
Dated:                     
         
/s/ Mark W. Reynolds
 
CFO and Secretary
  /s/ Robert T. McNally
 
President and CEO
    
GEOVAX LABS, INC.
INCORPORATED
SEAL
DELAWARE
         
    Countersigned and Registered:
 
       
    AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
 
       
 
  (New York, NY)   Transfer Agent and Registrar

 

 


 

The following abbreviations, when used in the inscription on the face of this certificate, shall be constructed as though they were written out in full according to applicable laws or regulations:
                             
TEN COMM
  -   as tenants in common   UNIF GIFT MIN ACT   -                          Custodian                       
TEN ENT
  -   as tenants by the entireties           (Cust)       (Minor)
JT TEN   -   as joint tenants with right           under Uniform Gifts to Minors
        of survivorship and not           Act                                                          
        as tenants in common   UNIF TRF MIN ACT   -                        Custodian (until age __)
                               under Uniform Transfers
 
                  (Minor)        
                    To Minors Act                                 
 
                          (State)
Additional abbreviations may also be used though not in the above list.
For Value received,                      do hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 
 
 
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
 
 
Shares
of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                     
 
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated:                                          
                                                                                    
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.
Signature(s) Guaranteed
         
By:
       
 
 
 
   
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.    

 

 

Exhibit 99.1
(GEOVAX LOGO)
GEOVAX LABS ANNOUNCES REVERSE STOCK SPLIT;
APPLIES FOR LISTING ON NASDAQ
1:50 Reverse Split to be Effective After Market Close on April 27, 2010
Ticker Symbol to Change from GOVX to GOVXD for 20 Days
ATLANTA, Ga., April 16, 2010 — GeoVax Labs, Inc. (OTC Bulletin Board: GOVX) , a biotechnology company that creates, develops, and tests innovative HIV/AIDS vaccines, today announced it will implement a 1-for-50 reverse stock split effective following the close of business on April 27, 2010. After the reverse stock split, the Company will be authorized to issue up to 40 million shares of stock, of which approximately 15.7 million shares will be outstanding. For the 20-day period beginning April 28, 2010, GeoVax’s ticker symbol will be “GOVXD” to reflect the post-split price. Following that period, the ticker symbol will revert to “GOVX.”
The Company also announced that it has applied for listing its common stock on NASDQ Capital Market. The reverse split is intended, among other things, to allow the Company to meet NASDAQ’s minimum stock price requirements. The Company’s listing on NASDAQ is subject to review by NASDAQ and is dependent upon the Company meeting all relevant quantitative and qualitative listing criteria.
Robert T. McNally, PhD, President and CEO of GeoVax, commented, “I am grateful for the support of the shareholders in approving our reverse split; 78% of all outstanding shares voted in favor of the proposal, with 91% of the shares represented at the special shareholder meeting voting in favor. In addition to helping us meet the requirements for listing on NASDAQ, we believe the reverse stock split will help us attract new institutional and retail support in the market.”
About GeoVax Labs, Inc.
GeoVax is a biotechnology company developing human vaccines for diseases caused by HIV-1 (Human Immunodeficiency Virus — AIDS) and other infectious agents. Our goals include developing AIDS vaccines for global markets, manufacturing and testing these vaccines under GMP/GLP conditions (FDA guidelines), conducting phase human trials for vaccine safety and effectiveness, and obtaining regulatory approval to move the product forward. Preventative phase 1 human clinical trials tested GeoVax’s DNA/MVA vaccine. All tested combinations and doses of our DNA and MVA AIDS vaccines in human volunteers demonstrated ability to raise Anti-AIDS immune responses as well as for their safety. Successful results from all phase 1 testing of GeoVax’s vaccines supported the initiation of the first phase 2 testing of our product. GeoVax’s phase 2 human trial began in January 2009 and involves 225 participants at sites in the United States and South America. Long term, we expect that GeoVax will enter into agreements to out-license manufacturing technology to major vaccine production companies and distribution rights to key companies in several global markets in return for upfront fees, collaborative development agreements, and royalties on sales and distribution revenues. Internal vaccine manufacture and sale will be considered by GeoVax. For more information, please visit www.geovax.com .
MORE

 

 


 

Forward-Looking Statements
Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax can develop and manufacture these vaccines with the desired characteristics in a timely manner, GeoVax’s vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent AIDS in humans, vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine development, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors, over which GeoVax has no control. GeoVax assumes no obligation to update these forward-looking statements, and does not intend to do so. More information about these factors is contained in GeoVax’s filings with the Securities and Exchange Commission including those set forth at “Risk Factors” in GeoVax’s Form 10-K .
Contact
At The Investor Relations Group:
Investor Relations
James Carbonara / Jason Strominger
or
Public Relations
Janet Vasquez / Robin O’Malley
(212) 825-3210
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