Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): April 15, 2019




(Exact name of registrant as specified in its charter)








(State or other jurisdiction of

incorporation or organization)


(Commission File No.)


(IRS Employee Identification No.)


1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)


(678) 384-7220

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR 240.13(e)-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






This Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. More information about these factors is contained in the Registrant’s filings with the Securities and Exchange Commission including those set forth at “Risk Factors” in the Registrant’s Form 10-K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.


Item 5.07     Submission of Matters to a Vote of Security Holders.


We held a special meeting of stockholders on April 15, 2019. We received proxies for 252,169,006 shares (approximately 97.72%) of our issued and outstanding shares of common stock, as of the record date of February 15, 2019. Our stockholders voted on the following proposals and the results of the voting are presented below. No other matter was presented for a vote of the stockholders.


Grant of Discretionary Authority to the Board of Directors to Effect a Reverse Stock Split


Our stockholders approved the grant of discretionary authority to our Board of Directors to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio within the range of 1-for-100 to 1-for-500, as selected by our Board of Directors. There were no broker non-votes on this item.


For Against Abstain
134,590,496 116,376,986 1,201,524


Adjournment of the Special Meeting


Our stockholders approved the adjournment of the special meeting, if necessary, to solicit additional proxies to vote in favor of the reverse stock split proposal. There were no broker non-votes on this item.


For Against Abstain
134,756,211 115,943,264 1,469,531


As the reverse stock split proposal was approved, no adjournment of the special meeting was deemed necessary.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: April 15, 2019
















/s/ Mark W. Reynolds




Mark W. Reynolds




Chief Financial Officer