SECURITIES AND EXCHANGE COMMISSION
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): January 14, 2008 (December 6, 2007)
GEOVAX LABS, INC.
(Exact name of registrant as specified in Charter)
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Illinois
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000-52091
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87-0455038 |
(State or other jurisdiction of
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(Commission File No.)
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(IRS Employee Identification No.) |
incorporation or organization) |
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1256 Briarcliff Road N.E.
Emtech Bio Suite 500
Atlanta, Georgia 30306
(Address of Principal Executive Offices)
(404) 727-0971
(Issuer Telephone number)
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 (see General Instruction
A.2 below).
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 CFR240.14a-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© under the Exchange Act (17 CFR
240.13(e)-4(c))
TABLE OF CONTENTS
This Form 8-K and other reports filed by GeoVax Labs, Inc. (the Registrant or GeoVax) 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 registrants management as well as estimates and assumptions made by
the registrants 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 registrants 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 registrants 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.
Item1.01 Entry into a Material Definitive Agreement
Reference is made to the disclosure set forth under Item 3.02 of this Current Report, which
disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
From December 6 to December 26, 2007, the Registrant sold to twenty-two individual accredited
investors 6,854,513 shares of its common stock and warrants to purchase an aggregate of 11,166,535
shares of common stock at an exercise price of $0.33 per share for an aggregate purchase price of
$1,062,450. The Registrant does not owe any commissions in connection with these sales. The
Shares and Warrants carry piggyback registration rights in connection with future underwritten
public offerings of the Registrant occurring on or before December 26, 2008. A copy of the form of
Subscription Agreement executed by the investors and the form of Warrant are attached as exhibits
to this Current Report, and the foregoing summary is qualified in its entirety by reference to such
exhibits.
The Registrant relied on Rule 506 of Regulation D under the Securities Act of 1933, as
amended, to issue the securities described in this Current Report, inasmuch as these were sold
without any form of general solicitation or general advertising and sales were made only to
accredited investors.
Item 9.01 Financial Statements and Exhibits
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(a) |
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Financial Statements of Businesses Acquired. |
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Not applicable. |
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(b) |
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Pro Forma Financial Information |
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Not applicable. |
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(c) |
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Exhibits |
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10.1 |
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Form of Subscription Agreement |
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10.2 |
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Form of Warrant |
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