GeoVax Labs, Inc. filed a Form 8-K on October 27, 2026, reporting the results of a special meeting of stockholders held that same day, at which shareholders voted on two proposals related to warrant share issuance and a reverse stock split.

Key Highlights

  • Record date and shares outstanding: As of the August 28, 2026 record date, GeoVax had 9,093,871 issued and outstanding shares of common stock.
  • Proxies received: The company received proxies totaling 4,326,013 shares for the special meeting.
  • Warrant share issuance approved: Stockholders approved the issuance of up to 11,395,256 shares of common stock upon exercise of warrants issued to an institutional investor in connection with a warrant exercise inducement on August 25, 2026, with 1,492,403 votes for, 458,659 against, and 44,131 abstentions.
  • Reverse stock split approved: Stockholders approved a Certificate of Incorporation amendment authorizing a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25, with the exact ratio to be set by the Board of Directors.
  • Reverse split vote totals: The reverse split proposal received 3,484,374 votes for, 828,802 against, and 12,837 abstentions, with no broker non-votes.

GeoVax Special Meeting Results: Warrant Issuance and Split Ratio Details

GeoVax Labs, Inc. (NASDAQ:GOVX) disclosed the outcome of a special stockholder meeting held October 27, 2026, covering two distinct proposals. According to the filing, the company had 9,093,871 shares of common stock issued and outstanding as of the August 28, 2026 record date, and proxies representing 4,326,013 shares were received ahead of the meeting.

The first proposal sought stockholder approval, pursuant to Nasdaq listing rules, for the issuance of up to 11,395,256 shares of common stock upon exercise of common stock purchase warrants. The filing states these warrants were issued to "a certain institutional investor" in connection with a warrant exercise inducement that occurred on August 25, 2026. The proposal passed with 1,492,403 votes in favor, 458,659 against, and 44,131 abstentions. There were 2,330,820 broker non-votes recorded on this item.

The second proposal authorized an amendment to GeoVax's Certificate of Incorporation to effect a reverse stock split of issued and outstanding common stock at a ratio ranging from not less than 1-for-10 to not greater than 1-for-25, with the specific ratio to be determined by the Board of Directors. That proposal passed with 3,484,374 votes in favor, 828,802 against, and 12,837 abstentions. The filing notes there were no broker non-votes on this item. The filing was signed by Mark W. Reynolds, Chief Financial Officer, on behalf of GeoVax Labs, Inc.

What Was Disclosed

GeoVax Labs reported the results of its October 27, 2026 special stockholder meeting, at which shareholders approved both an issuance of up to 11,395,256 warrant shares tied to an August 2026 inducement and a reverse stock split in the range of 1-for-10 to 1-for-25.