GeoVax Labs Inc (GOVX)

[StockLogistics]

From 6/27/22:

https://www.otcmarkets.com/filing/html?id=15912881&guid=3Lk-kFxzfuIjJth

“GEOVAX LABS, INC.

21,412,124 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 21,412,124 shares (the “Common Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 9,090,910 shares of Common Stock issuable upon the exercise of pre-funded warrants issued in the Private Placement (the “Pre-Funded Warrant”), (ii) 12,121,214 shares of Common Stock issuable upon the exercise of preferred investment options issued in the Private Placement at an exercise price of $1.65 per share (the “Preferred Investment Option”), (iii) 128,000 shares of Common Stock issuable upon the exercise of a warrant issued in a public offering in September 2020 at an exercise price of $5.50 per share (the “2020 Common Warrant”) and (iv) 72,000 shares of Common Stock issuable upon the exercise of a warrant issued in a public offering in February 2021 at an exercise price of $6.875 per share (the “2021 Common Warrant” and together with the Pre-Funded Warrant, the Preferred Investment Option and the 2020 Common Warrant, the “Warrants” and, collectively with the Pre-Funded Warrant and Common Shares, the “Securities”). This prospectus relates to the resale of up to an aggregate of 21,212,124 Common Shares issuable upon the exercise of the Pre-Funded Warrant and the Preferred Investment Option by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Armistice”), 128,000 Common Shares issuable upon the exercise of the 2020 Common Warrant by Maxim Partners LLC (“Maxim Partners” and together with Armistice, the “Selling Stockholders”) and 72,000 Common Shares issuable upon the exercise of the 2021 Common Warrant by Maxim Partners.

We will not receive any proceeds from the sale of the Common Shares covered by this prospectus by the Selling Stockholders. All net proceeds from the sale of the Common Shares covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from any exercise of each of the Preferred Investment Option, the 2020 Common Warrant or the 2021 Common Warrant. See “Use of Proceeds.”

The Selling Stockholders may sell all or a portion of the Common Shares stock covered by this prospectus from time to time in market transactions through any market on which our shares of common stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”

Our common stock and the warrants we issued to investors in a September 2020 public offering (the “September 2020 Warrants”) are listed on the Nasdaq Capital Market under the symbols “GOVX” and “GOVXW,” respectively. On June 10, 2022, the last reported sale price of our common stock was $1.42 per share and the last reported sale price of the September 2020 Warrants was $0.56 per warrant.

Investing in our shares of common stock involves a high degree of risk. The risks are described in the “Risk Factors” section beginning on page 6 of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these securities.

Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 27, 2022.
“
“Unless otherwise indicated, the number of shares of our common stock outstanding prior to this offering is based on 12,547,829 shares of common stock outstanding as of June 10, 2022, and exclude as of such date:


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9,090,910 shares of common stock issuable upon the exercise of the Private Pre-Funded Warrants with exercise prices of $0.0001 per share;

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12,121,214 shares of common stock issuable upon the exercise of the Preferred Investment Options with exercise prices of $1.65 per share;

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5,884,115 shares of common stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $4.19 per share; and

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1,500,000 shares of common stock which are reserved for issuance under our 2020 Stock Incentive Plan, of which 962,300 shares of common stock are issuable upon exercise of outstanding options at an average exercise price of $3.18 per share.”

https://www.otcmarkets.com/stock/GOVX/disclosure

Share price range Friday: 2.17 - 3.39

182 million shares traded. The 962,300 may have been sold into the market at $3.18, as well as 12 million may have been sold beginning from $1.65 per share. That’s 13 million in sell volume. Plus 9 million in prefunded warrants, totaling 22 million in shares added to the OS for a grand total today of 34 million, with about 6 million at $4.19 per share still to go, 128 k at $5.50 and 72k at $6.875. All imo as per my reading of the document.