SEC Comment Letter for GeoVax Labs, Inc. (GOVX) (CIK 0000832489) (GOVX) — Mar 4, 2010
GeoVax Labs, Inc. (GOVX) (CIK 0000832489)
Date: March 4, 2010 · CIK: 0000832489 · Accession: 0000000000-10-012160
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-52091
Letter
Via Facsimile and U.S. Mail Mail Stop 4720 March 4, 2010 Mark W. Reynolds Chief Financial Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Re: GeoVax Labs, Inc. Preliminary Proxy Statement Filed February 26, 2010 File No. 000-52091
Dear Mr. Reynolds: We have limited our review of your filing to the issues we have addressed in our comments below. Where indicated, we th ink you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or revisi on is unnecessary. Please be as detailed as necessary in your explanations. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Preliminary Proxy Statement filed February, 26, 2010
Shares Reserved for Issuance 1. Please revise your disclosure to clearly indicate the number of shares currently reserved for issuance by the company. Authorized Shares
2. Please revise your disclosure to de scribe any plans, arrangements or understandings relating to the issuance of any of the newly authorized shares that would be available as a result of the pr oposed reverse stock split and the proposed increase in authorized shares, including the terms of a ny current financing plans.
Mark W. Reynolds GeoVax Labs, Inc. March 4, 2010 Page 2 If you have no such plans, arrangements or understandings, please revise your disclosure to so state. Exchange Act Rule 13e-3
3. Please disclose the extent to which you ha ve considered the im plications of the reverse stock split to the company in terms of Rule 13e-3 of the Securities Exchange Act of 1934. Please tell us how many shareholders will remain if the Board decides to enact a 1 for 50 reverse stock split. To the extent that a reverse stock split results in less th an 300 remaining shareholders, you are required to file a Schedule 13e-3.
* * * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of th e amendment to expedite our review. Please furnish a cover letter with your amendment th at keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and response to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mark W. Reynolds GeoVax Labs, Inc. March 4, 2010 Page 3 In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Laura Crotty at (202) 551-3563 or Suzanne Hayes, Legal Branch Chief, at (202) 551-3675 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r Assistant Director
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Via Facsimile and U.S. Mail
Mail Stop 4720
March 4, 2010 Mark W. Reynolds Chief Financial Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080
Re: GeoVax Labs, Inc.
Preliminary Proxy Statement
Filed February 26, 2010
File No. 000-52091
Dear Mr. Reynolds:
We have limited our review of your filing to the issues we have addressed in our
comments below. Where indicated, we th ink you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or revisi on is unnecessary. Please be as detailed as
necessary in your explanations. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Preliminary Proxy Statement filed February, 26, 2010
Shares Reserved for Issuance
1. Please revise your disclosure to clearly indicate the number of shares currently
reserved for issuance by the company.
Authorized Shares
2. Please revise your disclosure to de scribe any plans, arrangements or
understandings relating to the issuance of any of the newly authorized shares that
would be available as a result of the pr oposed reverse stock split and the proposed
increase in authorized shares, including the terms of a ny current financing plans.
Mark W. Reynolds
GeoVax Labs, Inc. March 4, 2010 Page 2
If you have no such plans, arrangements or understandings, please revise your
disclosure to so state.
Exchange Act Rule 13e-3
3. Please disclose the extent to which you ha ve considered the im plications of the
reverse stock split to the company in terms of Rule 13e-3 of the Securities Exchange Act of 1934. Please tell us how many shareholders will remain if the
Board decides to enact a 1 for 50 reverse stock split. To the extent that a reverse stock split results in less th an 300 remaining shareholders, you are required to file
a Schedule 13e-3.
* * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may
wish to provide us with marked copies of th e amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your response to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Mark W. Reynolds
GeoVax Labs, Inc.
March 4, 2010 Page 3 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Laura Crotty at (202) 551-3563 or Suzanne Hayes, Legal Branch
Chief, at (202) 551-3675 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r
Assistant Director