GeoVax Labs, Inc. filed a Form 8-K on October 27, 2026, reporting that on October 25, 2026, it entered into a Revolving Loan Agreement with Bowery Consulting Group Inc., and that five directors resigned and three lender-designated directors were appointed effective October 23, 2026.

Key Highlights

  • Credit facility ceiling: The revolving loan allows the company to borrow up to $1,000,000 in aggregate principal outstanding at any one time, according to the filing.
  • Interest rate: Loans bear interest at 12% per annum, calculated on a 360-day year of twelve 30-day periods, with a default rate of 16% per annum.
  • Maturity: All outstanding loans and accrued interest are due on the first anniversary of the closing of the agreement, and no loans may be requested after the tenth business day preceding that date.
  • No amounts drawn: As of the filing date, the company reported it had not borrowed any amounts and no principal was outstanding under the agreement.
  • Five directors resigned: Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan, and John Spencer, Jr. resigned from the board effective October 23, 2026.
  • Three lender nominees appointed: Steven Brown, Tyler O'Brien, and Manpreet Uppal were appointed as directors designated by Bowery Consulting Group Inc., constituting a majority of the board and each of its committees.
  • Equity offering commitment: The company agreed to use its reasonable best efforts to consummate a qualified public equity offering for gross proceeds of at least $5,000,000, with a further goal of aggregate gross proceeds of at least $10,000,000 across one or more offerings.

GeoVax Labs Enters Revolving Credit Facility and Restructures Board

According to the filing, GeoVax Labs, Inc. (NASDAQ:GOVX) entered into a Revolving Loan Agreement with Bowery Consulting Group Inc. on October 25, 2026. The agreement permits the company to request loans in an aggregate principal amount not to exceed $1,000,000 outstanding at any one time. The lender is described in the filing as not affiliated with the company. Loans carry a 12% annual interest rate, with interest payable at maturity, and may be prepaid at any time without penalty. The filing states that each drawdown request is subject to the lender's "sole and absolute discretion," and the company acknowledged it "can provide no assurance that any amount will be available to it under the Revolving Loan Agreement."

The filing discloses several restrictions while any loan is outstanding. Without the lender's consent, the company may not, among other things, amend its organizational documents in a manner materially adverse to the lender (with exceptions for reverse stock splits, share authorization increases, and Nasdaq listing maintenance), repurchase equity securities above specified thresholds, incur or prepay borrowed indebtedness outside of permitted categories, pay dividends, or enter into material affiliate transactions not approved by a majority of disinterested directors. The lender also holds a ten-day right of first refusal on any debt financing the company seeks from third parties. The filing states that no lien or security interest was granted in any company assets, and no loan is convertible into common stock or equivalents.

Separately, the filing reports that effective October 23, 2026, five directors resigned and three individuals designated by Bowery Consulting Group Inc. - Steven Brown, Tyler O'Brien, and Manpreet Uppal - were appointed to the board as a condition of the lender's obligations under the agreement. The filing states the resignations "were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices." The board determined each lender nominee is independent under Nasdaq Listing Rule 5605(a)(2) and satisfies the independence requirements of Rule 10A-3 under the Exchange Act. The three lender nominees constitute a majority of the five-member board and a majority of each of its committees.

What Was Disclosed

GeoVax Labs disclosed entry into a $1,000,000 revolving credit facility with Bowery Consulting Group Inc. at 12% per annum, the resignation of five directors, the appointment of three lender-designated directors, and a commitment to pursue a qualified public equity offering of at least $5,000,000 in gross proceeds.