GeoVax to go public through merger with Dauphin Technology

By Angela McDaniels

Seattle, Jan. 25 - Privately held GeoVax Inc. and public shell company Dauphin Technology Inc. said they have signed a definitive agreement to merge.

Dauphin's wholly owned subsidiary, GeoVax Acquisition Corp., will merge with GeoVax, GeoVax will survive the merger as a wholly owned subsidiary of Dauphin and Dauphin will change its name to GeoVax Labs Inc.

In addition, GeoVax Labs (formerly Dauphin) will obtain a new trading symbol as soon as the name change becomes effective.

At the closing of the merger:

• Current GeoVax and Dauphin shareholders will own roughly 67% and 33%, respectively, of GeoVax Labs' outstanding capital stock, with the current shareholders of Dauphin holding the same number of shares they currently hold;

• GeoVax Labs will issue 490.3 million shares of common stock to the shareholders of GeoVax;

• Emory University, which currently owns 48% of the outstanding capital stock of GeoVax, will become the largest shareholder of GeoVax Labs with 31% of its outstanding capital stock;

• GeoVax Labs will have a total of seven directors, two designated by Dauphin's current management (one of whom is expected to be Andrew Kandalepas, Dauphin's current chairman and chief executive officer) and five designated by GeoVax;

• Geovax chief executive officer Donald Hildebrand will become CEO of GeoVax Labs.

The merger is subject to customary closing conditions, including approval by the shareholders of GeoVax and Dauphin. In addition, Dauphin must become current in its reporting obligations under the Securities Exchange Act and must have $13 million in cash that will remain as operating capital of GeoVax Labs following the closing.

GeoVax said the merger will enable it to further develop, manufacture, test, conduct human trials, license and commercialize human vaccines for diseases caused by HIV-1 and other infectious agents.

GeoVax is a privately held biotechnology company based in Atlanta.

Dauphin Technology is a publicly traded company with no current business operations based in Schaumburg, Ill.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.