Item 3.03 Material Modification to Rights of Security Holders
On January 21, 2020, we filed a Certificate of Amendment to the Certificate of
Incorporation of GeoVax Labs, Inc. effecting a 1-for-2000 reverse stock split
pursuant to which each two thousand (2000) shares of the Company's Common Stock,
par value $0.001 per share, issued and outstanding immediately prior to the
filing automatically and without any action on the part of the respective
holders thereof, was combined and reclassified into one (1) share of Common
Stock, par value $0.001 per share. For details, please refer to Item 5.03 below.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On January 21, 2020, we filed a Certificate of Amendment to the Certificate of
Incorporation of GeoVax Labs, Inc. effecting a 1-for-2000 reverse stock split
pursuant to which each two thousand (2000) shares of the Company's Common Stock,
par value $0.001 per share ("Old Common Stock"), issued and outstanding
immediately prior to the filing automatically and without any action on the part
of the respective holders thereof, was combined and reclassified into one (1)
share of Common Stock, par value $0.001 per share (the "New Common Stock") (and
such combination and conversion, the "Reverse Stock Split"). No fractional
shares of New Common Stock will be issued in connection with the Reverse Stock
Split. Stockholders of record who otherwise would have been entitled to receive
fractional shares will be entitled, upon surrender to our transfer agent of
certificates representing such shares, to a cash payment in lieu thereof equal
to the fraction to which the stockholder otherwise would have been entitled
multiplied by $1.40, which was the closing price (calculated on a post-split
basis) of our common stock as reported by The OTC Market on January 20, 2020.
Each stock certificate that, immediately prior to the filing, represented shares
of Old Common Stock, automatically and without the necessity of presenting the
same for exchange, now represents that number of whole shares of New Common
Stock into which the shares of Old Common Stock represented by such certificate
have been reclassified. Each holder of record of a certificate that represented
shares of Old Common Stock shall receive, upon surrender of such certificate, a
new certificate representing the number of whole shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall have
been reclassified. The Company's transfer agent will be sending letters of
transmittal for stockholders of record to use in obtaining new share
certificates.
The total number of shares of all classes of stock which the Company has the
authority to issue remains at 610,000,000 shares, which are divided into two
classes consisting of: (a) 600,000,000 shares of Common Stock, par value $0.001
per share, and (b) 10,000,000 shares of Preferred Stock, par value $0.01 per
share. A copy of the Certificate of Amendment to the Certificate of
Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this Current Report:
3.1 Certificate of Amendment to the Certificate of Incorporation of GeoVax
Labs, Inc. filed January 21, 2020
4.1 Form of Stock Certificate to be issued after January 21, 2020 to represent
the Company's Common Stock, par value $0.001 per shar
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GEOVAX LABS, INC. 
