Geovax Labs Inc

This management proposal asks shareholders to approve, under Nasdaq listing rules, the potential issuance of up to 11,395,256 shares of common stock upon exercise of the August 2026 Warrant that was issued to an institutional investor in connection with an August 25, 2026 inducement. Management is seeking shareholder approval principally to comply with Nasdaq Listing Rules 5635(b) and 5635(d), which require stockholder approval for issuances that could constitute a change of control or issue 20% or more of outstanding shares at a price below the Nasdaq-defined Minimum Price. Although the warrant could, on a post-exercise basis, represent approximately 55.6% of outstanding shares, the warrant includes a blocker provision limiting any holder (with affiliates) to 4.99% ownership at any time, which mitigates change-of-control concerns but does not eliminate the Nasdaq approval requirement. The exercise price is $0.64 per share and the warrant has a five-year term; management highlights that if exercised in full at the stated price, gross proceeds to the Company would be approximately $7.3 million, which could support operations. If stockholders do not approve the proposal, the Company cannot permit exercises above the Exchange Cap or at an adjusted price below the Minimum Price and would be required to re-solicit approval every 90 days until approval or warrant expiration, potentially complicating capital planning. The Board frames approval as necessary to allow liquidity to the holder and to obtain expected financing proceeds while emphasizing the warrant’s cashless exercise and anti-dilution and blocker features. The Board unanimously recommends a vote FOR, arguing that compliance with Nasdaq rules and the potential to raise funds make approval in the Company’s and stockholders’ interests, while warning of dilution risk and price pressure from future issuances. Investors evaluating this proposal should weigh the near-term financing benefits and Nasdaq compliance against the dilutive impact and potential market-price effects of a large issuance; the blocker provision reduces the risk of a single holder gaining control but does not remove dilution across the shareholder base.

This management proposal asks shareholders to grant the Board authority to amend the Certificate of Incorporation to combine outstanding common shares at a reverse split ratio the Board may choose within a 1-for-10 to 1-for-25 range, with implementation and timing left to the Board’s discretion. The Company is pursuing this authority primarily to address a Nasdaq delisting notice received for failing to maintain the $1.00 minimum closing bid price; management believes a reverse split is the most direct and controllable mechanism to raise the trading price per share to regain compliance. The proxy discloses that the Company recently effected a 1-for-30 reverse split in January 2026 and thus is not eligible for Nasdaq’s typical 180-day cure period, intensifying the need for Board flexibility now. The Board retains full discretion whether to implement the reverse split even if stockholders approve the amendment, and will select the exact ratio based on market conditions, projected post-split price, liquidity considerations, and capital structure impacts. Management warns that a reverse split may not achieve the desired per-share price permanently, may reduce trading liquidity, and could proportionally reduce the number of outstanding shares without changing market capitalization, and fractional shares will be addressed by rounding or cash-out at the Board’s discretion. The Board asserts that approval is in stockholders’ best interest because preserving Nasdaq listing provides ongoing liquidity and access to capital markets, but acknowledges the potential adverse effects on market perception and shareholder base. The Board unanimously recommends a vote FOR to provide the needed flexibility to attempt to cure the Nasdaq deficiency while reserving the right not to proceed if conditions are unfavorable. Sophisticated investors should weigh the immediate regulatory necessity and potential to preserve listing status against dilution of liquidity and market reaction risks, particularly given the Company’s recent reverse split history and the relatively wide ratio range being requested.