SCHEDULE: Intracoastal Capital and Affiliates Disclose 9.99% Stake in GeoVax Labs

Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has disclosed a 9.99% beneficial ownership stake in GeoVax Labs, Inc., primarily through warrants.

Summary

• Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") have filed a Schedule 13G disclosing their beneficial ownership in GeoVax Labs, Inc.
• As of July 8, 2025, the Reporting Persons beneficially own an aggregate of 2,792,404 shares of GeoVax Labs, Inc. common stock.
• This ownership represents approximately 9.99% of the outstanding common stock, calculated based on 15,924,593 shares outstanding as of June 30, 2025, plus 9,235,000 shares issued at the closing of the Securities Purchase Agreement (SPA) and the 2,792,404 shares issuable from Intracoastal Warrant 1.
• The beneficial ownership primarily stems from shares issuable upon the exercise of Intracoastal Warrant 1.
• Both Intracoastal Warrant 1 and Intracoastal Warrant 2 contain "blocker provisions" that prevent the holder from exercising the warrants to the extent that it would result in beneficial ownership exceeding 9.99% and 4.99% respectively.
• Without these blocker provisions, the Reporting Persons would have been deemed to beneficially own 3,034,466 shares as of July 8, 2025.
• The initial beneficial ownership following the Securities Purchase Agreement on July 1, 2025, was deemed to be 1,767,433 shares, representing 9.99% of the common stock at that time.

Sentiment

Score: 7

Explanation: The filing itself is a factual disclosure of a significant ownership stake by an investment firm. While it doesn't contain financial performance data, a substantial investment by an institutional entity can be viewed as a vote of confidence in the company's prospects, suggesting a positive signal without being overtly "good news." The passive nature (below 10% and certification of no intent to control) keeps it from being highly positive, but it's not negative.

Positives

• A significant investment by an institutional investor like Intracoastal Capital could signal confidence in GeoVax Labs, Inc.'s future prospects.
• The investment firm's stake is just under the 10% threshold, which avoids certain additional reporting requirements and potential "control person" implications, indicating a passive investment intent.

Negatives

• The presence of blocker provisions suggests a strategic limitation on ownership, potentially to avoid triggering certain corporate governance or regulatory thresholds, which could limit the investor's ability to exert influence if needed.

Future Outlook

This document does not contain forward-looking statements or guidance from the issuer.

Management Comments

• The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
• The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
• By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 and 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 14a-11.

Industry Context

This filing indicates a significant passive investment in a biotechnology or pharmaceutical company (GeoVax Labs, Inc. is a vaccine and immunotherapy company). Such investments are common in the biotech sector, where capital infusion and strategic partnerships are crucial for R&D and commercialization. The 9.99% stake is a common threshold for passive investors to maintain flexibility while signaling confidence.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by an investment firm could be perceived positively, potentially increasing investor confidence and attracting further investment. The blocker provisions ensure the investor remains passive, which might be preferred by existing management and shareholders who do not want an activist investor.
• Company Management: The capital raised through the SPA (which led to this ownership) provides funding for the company's operations and strategic initiatives. The passive nature of the investment means less immediate pressure from this specific investor on management decisions.

Next Steps

• The Reporting Persons will be responsible for timely filing of subsequent amendments to this Schedule 13G if their beneficial ownership changes.

Key Dates

Keywords

GeoVax Labs, Intracoastal Capital, Mitchell P. Kopin, Daniel B. Asher, Schedule 13G, beneficial ownership, common stock, SEC filing, investment, warrants, blocker provision, equity stake