GeoVax Labs, Inc. filed a Form 8-K with the SEC on November 12, 2026, disclosing that the company completed a 1-for-24 reverse stock split of its common stock effective November 10, 2026.

Key Highlights

  • Reverse split ratio: Every 24 shares of Old Common Stock were combined into 1 share of New Common Stock.
  • Effective date: The Certificate of Amendment to the Certificate of Incorporation was filed on November 10, 2026.
  • No fractional shares: No fractional shares of New Common Stock were issued; any fractional shares were rounded up to the next whole number.
  • Par value unchanged: Both Old Common Stock and New Common Stock carry a par value of $0.001 per share.
  • Ownership proportions preserved: According to the filing, each stockholder's percentage ownership interest and proportional voting power remain unchanged, except for minor adjustments from fractional-share rounding.
  • Stockholder rights: The filing states that "the rights and privileges of the holders of shares of Common Stock are substantially unaffected by the Reverse Stock Split."

GeoVax Labs Completes 1-for-24 Reverse Stock Split via Certificate of Amendment

GeoVax Labs, Inc. (NASDAQ:GOVX) disclosed in its November 12, 2026 Form 8-K that the company filed a Certificate of Amendment to its Certificate of Incorporation on November 10, 2026, effecting a reverse stock split of its common stock at a ratio of 1-for-24. Under the terms of the split, each 24 shares of the company's common stock issued and outstanding immediately prior to the filing were automatically combined and reclassified into one share of New Common Stock, with no action required from stockholders.

According to the filing, no fractional shares of New Common Stock were issued in connection with the transaction. Instead, any fractional shares resulting from the split were rounded up to the next whole number of shares. The company reported that each stockholder's percentage ownership interest and proportional voting power remain unchanged following the split, aside from minor changes resulting from that rounding process.

The filing also notes that the reverse stock split was disclosed under both Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Amendments to Articles of Incorporation or Bylaws). The Certificate of Amendment to the Certificate of Incorporation was filed as Exhibit 3.1 to the report. The Form 8-K was signed on November 11, 2026 by Mark W. Reynolds, Chief Financial Officer of GeoVax Labs, Inc.

What Was Disclosed

GeoVax Labs filed an 8-K reporting a 1-for-24 reverse stock split effective November 10, 2026, implemented through a Certificate of Amendment to its Certificate of Incorporation, with no fractional shares issued and stockholder ownership percentages left proportionally unchanged.