SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. ____ )*


GeoVax Labs, Inc.

(Name of Issuer)


Common Stock, $0.001 par value

(Title of Class of Securities)


373678 309

(CUSIP Number)



September 29, 2020

(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


 

 Rule 13d-1(b)

 

 

ü

 Rule 13d-1(c)

 

 

 

 Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 




CUSIP No. 373678 309                                             13G                                                  Page 2 of 6 Pages




1

NAME OF REPORTING PERSON


Cavalry Fund I Management LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ¨

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

SOLE VOTING POWER

 

242,625(1)

 

 

6

SHARED VOTING POWER (see Item 5 below)


0

 

 

7

SOLE DISPOSITIVE POWER

 

242,625(1)

 

 

8

SHARED DISPOSITIVE POWER (see Item 5 below)


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


242,625(1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


þ (2)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.8%

 

12

TYPE OF REPORTING PERSON


OO

 





CUSIP No. 373678 309                                             13G                                                  Page 3 of 6 Pages




1

NAME OF REPORTING PERSON


Thomas Walsh

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ¨

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

SOLE VOTING POWER

 

242,625(1)

 

 

6

SHARED VOTING POWER (see Item 5 below)


0

 

 

7

SOLE DISPOSITIVE POWER

 

242,625(1)

 

 

8

SHARED DISPOSITIVE POWER (see Item 5 below)


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


242,625(1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


þ (2)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.8%

 

12

TYPE OF REPORTING PERSON


IN

 


(1)

Represents 121,312 shares of common stock held by Cavalry Fund I LP and 121,313 shares of common stock held by Cavalry Special Ops Fund LLC. Cavalry Fund I Management LLC is the general partner of Cavalry Fund I LP and Cavalry Special Ops Fund LLC. Thomas Walsh is the Manager of Cavalry Fund I Management LLC. As such, Cavalry Fund I Management LLC and Mr. Walsh may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 242,625 shares of Common Stock. To the extent Mr. Walsh is deemed to beneficially own such shares, Mr. Walsh disclaims beneficial ownership of these securities for all other purposes.

(2)

Cavalry Fund I LP and Cavalry Special Ops Fund LLC each own 215,035 shares of common stock issuable upon the exercise of certain pre-funded warrants and warrants, which are currently not exercisable due to a beneficial ownership limitation of 4.99% of the Company’s issued and outstanding common stock.






CUSIP No. 373678 309                                             13G                                                  Page 4 of 6 Pages




Item 1(a).

Name of Issuer

 

 

 

GeoVax Labs, Inc. (“Issuer”)

 

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

 

 

1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080

 

Item 2(a).

Names of Persons Filing

 

 

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

 

(i)

Cavalry Fund I Management LLC

 

 

(ii)

Thomas Walsh

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

 

 

The address for each Reporting Person is 61 Kinderkamack Road, Woodcliff Lake, NJ 07677.

 

 

Item 2(c).

Citizenship

 

 

Cavalry Fund I Management LLC is a limited liability company formed under the laws of Delaware.

 

 

 

Thomas Walsh is a citizen of the United States.

 

Item 2(d).

Title of Class of Securities

 

 

 

Common Stock, $0.001 par value (“Common Stock”)

 

Item 2(e).

CUSIP Number

 

 

 

373678 309


Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a)  Broker or Dealer registered under Section 15 of the Exchange Act.

 

 

 

(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

 

 

 

(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

 

 

(d) Investment company registered under Section 8 of the Investment Company Act.

 

 

 

(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

 

 

 

(f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

 

 

 

(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

 

 

 

(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

 

 

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.




CUSIP No. 373678 309                                             13G                                                  Page 5 of 6 Pages




 

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

 

 

 

Not applicable


Item 4.

Ownership

 

 

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

 

 

On June 26, 2020, Cavalry Fund I LP and Cavalry Special Ops Fund LLC were issued a 5% Original Issue Discount Senior Secured Convertible Debenture, which was mandatorily converted into common units and common pre-funded units upon the consummation of an underwritten public offering on September 29, 2020 (the “Offering”). Additionally, Cavalry Fund I LP and Cavalry Special Ops Fund LLC each purchased 32,500 common units in the Offering, consisting of 32,500 shares of common stock and 32,500 warrants to purchase common stock in the Offering.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

 

Not Applicable

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

 

Not Applicable 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

 

Not Applicable

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

 

Not Applicable

 

 

Item 9.

Notice of Dissolution of Group

 

 

 

Not Applicable

 

 

Item 10.

Certification

 

 

 

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.








CUSIP No. 373678 309                                             13G                                                  Page 6 of 6 Pages



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 

Cavalry Fund I Management LLC

 

 

 

 

 Date: October 20, 2020

Thomas Walsh, as Manager of Cavalry Fund I Management LLC

 

 

 

 

By:

/s/ Thomas Walsh

 

 

Name: Thomas Walsh

 

 

Title: Manager

 

 

 

 Date: October 20, 2020

 

 

 

 

 

By:

/s/ Thomas Walsh

 

 

Thomas Walsh