SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 18, 2008 (January 16, 2008)
GEOVAX LABS, INC.
(Exact name of registrant as specified in Charter)
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Illinois
(State or other jurisdiction of
incorporation or organization)
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000-52091
(Commission File No.)
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87-0455038
(IRS Employee Identification No.) |
1256 Briarcliff Road N.E.
Emtech Bio Suite 500
Atlanta, Georgia 30306
(Address of Principal Executive Offices)
(404) 727-0971
(Issuer Telephone number)
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 (see General Instruction
A.2 below).
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13(e)-4(c))
TABLE OF CONTENTS
This Form 8-K and other reports filed by GeoVax Labs, Inc. (the Registrant or GeoVax) 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 registrants management as well as estimates and assumptions made by
the registrants 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 registrants 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 registrants industry, operations and results of operations and any businesses that may be
acquired by the registrant. 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.
Item1.01 Entry into a Material Definitive Agreement
On January 16, 2008, the Registrant entered into a consulting agreement (the Consulting
Agreement) with Equinox One Consulting, LLC (Equinox), whereby Equinox has been engaged to
provide certain investor relations and financial consulting activities. The term of the Consulting
Agreement will expire on December 31, 2008, although it may be renewed by the agreement of the
parties. The Consulting Agreement may be terminated by either party on 30 days notice, immediately
upon notice given by a non-breaching party to a breaching party or, at the Registrants election,
in the event of any voluntary or involuntary dissolution of the Registrant resulting from any
merger or consolidation in which the Registrant is not the surviving corporation or any transfer of
all or substantially all of the Registrants assets. Provided it is not otherwise terminated, the
Consulting Agreement provides for the issuance, during the initial term, of 500,000 shares (the
Shares) of the Registrants common stock and a three year warrant (the Warrant) to purchase a
total of 2,700,000 shares of its common stock at an exercise price of $0.33 per share. Neither the
Shares nor the common stock underlying the Warrant have been registered with the Securities and
Exchange Commission and no registration rights were granted to Equinox. A copy of the Consulting
Agreement and Warrant Agreement are attached as exhibits to this Current Report, and the foregoing
summary is qualified in its entirety by reference to such exhibits. Other than the Consulting
Agreement, there is no relationship between Equinox and the Registrant.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
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10.1 |
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Consulting Agreement with Equinox One Consulting, LLC |
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10.2 |
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Common Stock Purchase Warrant |
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