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(Address of principal executive offices) (Zip code)
(i678) i384-7220
(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.
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.001 per share
iGOVX
The iNasdaq Capital Market
iWarrants to Purchase Common Stock
iGOVXW
The iNasdaq Capital Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company i☐
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. ☐
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This Current Report on Form 8-K and other reports filed by GeoVax Labs, Inc. (the “Company,”“us” or “we”) 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 Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “believe,”“look forward to,”“may,”“estimate,”“continue,”“anticipate,”“intend,”“should,”“plan,”“could,”“desire,”“target,”“potential,”“is likely,”“will,”“expect” or the negative of these terms
and similar expressions as they relate to the Company or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. 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. Except as required by law, the Company does not undertake to update its forward-looking statements.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2022, our Board of Directors (the “Board”) appointed Nicole Lemerond to the Board, effective as of August 31, 2022. Ms. Lemerond’s term as a member of the Board will expire upon the next annual meeting of stockholders or until her successor is duly elected and qualified.
Ms. Lemerond will participate in our existing non-employee director compensation plan. Accordingly, she will receive a pro rata portion of the annual retainer for serving on the Board and will be eligible to receive an annual stock option grant in the same amount as those granted to the other non-employee directors. Ms. Lemerond has been appointed to the Audit Committee of the Board and will receive a pro-rata portion of the applicable annual retainer. There was no arrangement or understanding between Ms. Lemerond and any person pursuant to which she was selected as a director. Ms. Lemerond has not been a party to any transaction with us that we would be obligated to report pursuant to Item 404(a) of Regulation S-K nor has any such transaction been proposed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
