SCHEDULE 13G/A: Armistice Capital and Steven Boyd Disclose 4.99% Stake in GeoVax Labs

Armistice Capital, LLC and its managing member Steven Boyd have disclosed a beneficial ownership of 4.99% of GeoVax Labs, Inc.'s common stock as of December 31, 2024.

Summary

• Armistice Capital, LLC and Steven Boyd collectively reported beneficial ownership of 495,589 shares of GeoVax Labs, Inc. common stock.
• This ownership represents 4.99% of the company's outstanding common stock.
• The shares are held through Armistice Capital Master Fund Ltd., with Armistice Capital, LLC acting as the investment manager and exercising shared voting and dispositive power over these securities.
• Steven Boyd, as the managing member of Armistice Capital, is also deemed to beneficially own these shares.
• The Reporting Persons certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of GeoVax Labs, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently convey positive or negative sentiment regarding the company's performance or prospects.

Future Outlook

NA

Management Comments

• The Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities.
• The securities were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 240.14a-11.

Industry Context

NA

Related Party Transactions

• Armistice Capital, LLC serves as the investment manager for Armistice Capital Master Fund Ltd., which is the direct holder of the shares.
• Steven Boyd is the managing member of Armistice Capital, LLC, and is therefore deemed to beneficially own the shares held by the Master Fund.
• The Master Fund specifically disclaims beneficial ownership of the securities due to its Investment Management Agreement with Armistice Capital, LLC, which grants voting and dispositive power to Armistice Capital.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake in GeoVax Labs, Inc., potentially influencing market perception and trading activity.

Key Dates

Keywords

GeoVax Labs, Armistice Capital, Steven Boyd, Schedule 13G, beneficial ownership, common stock, investment management, institutional ownership