Geovax Labs Inc. (GOVX) Prices $20M Direct and PIPE Offerings at $1.65/sh

May 25, 2022 1:48 PM EDT
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Price: $1.26 -3.82%

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GeoVax Labs, Inc. (Nasdaq: GOVX) announced today that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of 3,030,304 shares of common stock at a purchase price of $1.65 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at a premium to market under Nasdaq rules. In a concurrent private placement, GeoVax has also agreed to issue and sell to the investor 9,090,910 shares of common stock (or common stock equivalents) at the same purchase price as in the registered direct offering. In addition, the Company has agreed to issue to the investor in the offerings unregistered preferred investment options (the “investment options”) to purchase up to an aggregate of 12,121,214 shares of common stock. The aggregate gross proceeds to the Company of both offerings are expected to be approximately $20 million. The offerings are expected to close on or about May 27, 2022, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The unregistered investment options will be exercisable immediately upon issuance at an exercise price of $1.65 per share and will expire five years from the date of issuance for the investment options to be issued in the registered direct offering and six years from the date of issuance for the investment options to be issued in the private placement.

The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants (but excluding the shares of common stock and pre-funded warrants in the private placement and the investment options and the shares of common stock underlying the investment options) are being offered and sold by GeoVax pursuant to a “shelf” registration statement on Form S-3 (333-252437), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on January 26, 2021 and declared effective by the SEC on February 3, 2021. The offering of the shares of common stock and the pre-funded warrants to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available at the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may also be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The unregistered shares of common stock, pre-funded warrants and investment options described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants and investment options, have not been registered under the Act or applicable state securities laws. Accordingly, the shares, the pre-funded warrants, the investment options and the shares of common stock underlying the pre-funded warrants and investment options may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to an accredited investor. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of common stock and the shares issuable upon exercise of the unregistered pre-funded warrants and investment options.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.



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