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
 

GEOVAX LABS, INC.

Illinois		000-52091		87-0455038
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

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 CFR 240.14a-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^© under the Exchange Act (17 CFR 240.13(e)-4(c))

 

 

     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 registrant’s management as well as estimates and assumptions made by the registrant’s 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 registrant’s 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 registrant’s 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.

Item 8.01 Other Events

     As previously announced, on July 30, 2007 GeoVax entered into a Subscription Agreement with Pure Capital LLC (“Pure”), pursuant to which Pure agreed to purchase a total of 48,387,097 shares of GeoVax’ common stock and warrants to purchase an additional 35,000,000 shares of common stock at an exercise price of $0.33 per share, for an aggregate purchase price of $7.5 million (the “Financing”). The Financing was to occur in two closings, the first on August 6, 2007 for $3.5 million (the “First Closing”), and the second on November 5, 2007 for $4 million (the “Second Closing”).

     During September 2007, Pure advanced $300,000 to GeoVax as payment towards its obligation associated with the First Closing. The balance ($3.2 million) was deferred due to administrative factors associated with the formation of the investment fund managed by Pure.

     On October 29, 2007, the parties entered into an Extension Agreement, pursuant to which the First Closing has been postponed to November 2, 2007. The Extension Agreement has no effect on the date of the Second Closing.

     The foregoing summary is qualified in its entirety by reference to the Extension Agreement referred to above, which is attached as an exhibit to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Exhibits

Exhibit 10.1 Extension Agreement

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 30, 2007