GeoVax Labs Inc (GOVX)

[Trend-Setter]

GOVX is desperately in need of cash (cash and cash equivalents as of Dec.31,2016 = $454,030). The tranche of fundings they received is not enough and that's the reason of the prospectus in the hope for the selling stockholders to exercise their 2015 Warrants and The Maxim Warrants in full for resale. Assuming full exercised of both warrants, Govx will get approximately $1,532,812 cash.

The Offering

Common stock offered by selling stockholders

Up to 62,906,106 shares including 1,789,201 shares of common stock held by the selling stockholders, 30,460,662 shares of common stock issuable upon conversion of our Series C Preferred Stock owned by selling stockholders, and approximately 30,656,243 shares of common stock issuable upon the exercise of the 2015 Warrants and the Maxim Warrant held by the selling stockholders. This number represents approximately 54% of our current outstanding common stock. (1)



Common stock outstanding before the offering.

56,218,567 shares (1)



Common stock outstanding after the offering, assuming all the 2015 Warrants and the Maxim Warrant are exercised for cash

117,335,472 shares (1)



Proceeds to us

We will not receive any proceeds from the sale of common stock covered by this prospectus. We will, however, receive $1,532,812 from the exercise of the 2015 Warrants and the Maxim Warrant held by the selling stockholders, if they are exercised in full for cash.



Trading Symbol

GOVX



Risk Factors

There are significant risks involved in investing in our Company. For a discussion of risk factors you should consider before buying our common stock, see “Risk Factors” beginning on page 3.

https://www.sec.gov/Archives/edgar/data/832489/000143774917005979/govx20170403_424b1.htm


https://www.sec.gov/Archives/edgar/data/832489/000143774917005201/govx20161231_10k.htm




Based on this, the exercise price of both warrants would be ~5 cents per share ($1,532,812 divided by 30,656,243 shares).
The way thing's going with the stock trading at this level despite of all the PRs issued since the initial filing of the original prospectus, it seems the selling stockholders won't be exercising both warrants anytime soon unless they find somebody to resale the shares in a private placement. If Goxv fails to raise cash soon,worst case they'll be pressured to file Chapter 11 and go private. AIMHO