FORM 8-K IS OUT
Form 8-K for GEOVAX LABS, INC.
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14-Jan-2008
Unregistered Sale of Equity Securities
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
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
10.1 Form of Subscription Agreement
10.2 Form of Warrant
