SCHEDULE: Intracoastal Capital Discloses 9.99% Stake in GeoVax Labs

Intracoastal Capital LLC and its principals have disclosed a 9.99% beneficial ownership stake in GeoVax Labs, Inc., primarily through common stock and exercisable warrants.

Summary

• Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (the "Reporting Persons") collectively beneficially own 2,849,344 shares of GeoVax Labs, Inc. common stock.
• This ownership represents 9.99% of the company's common stock.
• The beneficial ownership consists of 64,486 shares of common stock directly held by Intracoastal Capital LLC and 2,784,858 shares issuable upon the exercise of Intracoastal Warrant 1.
• The calculation of the 9.99% ownership is based on 25,737,104 shares of common stock outstanding as of September 29, 2025, plus the 2,784,858 shares from Intracoastal Warrant 1.
• Intracoastal Warrant 1 includes a blocker provision preventing exercise if it would result in beneficial ownership exceeding 9.99%, thereby excluding 245,142 shares from the current calculation.
• Intracoastal Warrant 2, also held by Intracoastal, contains a blocker provision limiting beneficial ownership to 4.99%, excluding 1,984,128 shares from the current calculation.
• Without these blocker provisions, the Reporting Persons would beneficially own 5,078,614 shares of common stock.
• The Reporting Persons certify that the securities were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The disclosure of a significant 9.99% stake by an institutional investor group is generally a positive signal, indicating confidence in the company. However, the presence of blocker provisions limiting immediate full exercise of warrants introduces a slight nuance, preventing a higher score.

Positives

• The disclosure of a significant 9.99% stake by an institutional investor group (Intracoastal Capital LLC and its principals) can be interpreted as a vote of confidence in GeoVax Labs, Inc., signaling investor interest and potential long-term commitment.

Negatives

• Blocker provisions in Intracoastal Warrant 1 (9.99% limit) and Intracoastal Warrant 2 (4.99% limit) prevent the Reporting Persons from immediately exercising all their warrants and holding a larger beneficial ownership stake (which would be 5,078,614 shares without blockers), potentially limiting their influence or a larger display of conviction.

Risks

• The existence of warrants, even with blocker provisions, implies potential future dilution if these warrants are eventually exercised, increasing the total number of outstanding shares.

Management Comments

• "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 §§ 240.14a-11."

Stakeholder Impact

• Shareholders may view the significant stake by an institutional investor as a positive indicator of the company's value and future prospects, potentially boosting investor confidence.
• The presence of blocker provisions in warrants means that while a large stake is held, the immediate voting power and potential for a more active role by this investor group are capped at the disclosed percentage, which could be seen differently by various shareholder groups.

Key Dates

Keywords

GeoVax Labs, Intracoastal Capital, beneficial ownership, Schedule 13G, common stock, warrants, institutional investor, equity stake