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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GeoVax Labs, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 26, 2026 |
As filed with the Securities and Exchange Commission on May 26, 2026 As filed with the Securities and Exchange Commission on May 26, 2026 Registration No. |
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| May 26, 2026 |
Calculation of Filing Fee Tables S-1 GeoVax Labs, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| May 19, 2026 |
FORM OF SERIES B COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 19, 2026 |
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 Date of report (Date of earliest event reported): May 18, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 19, 2026 |
A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 Exhibit 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 May [•], 2026 GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Attention: David A. Dodd, President & Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Dodd: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global P |
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| May 19, 2026 |
GeoVax Announces $3 Million Private Placement Financing Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 GeoVax Announces $3 Million Private Placement Financing Priced At-the-Market Under Nasdaq Rules ATLANTA, GA – May 18, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, today announced that it has entered into a securities purchase agreement with existing institutional investors for the purchase and sale of 2,027,02 |
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| May 19, 2026 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 19, 2026 |
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 19, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [•], 2026, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| May 14, 2026 |
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 Date of report (Date of earliest event reported): May 14, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| May 14, 2026 |
Exhibit 99.1 GeoVax Reports First Quarter 2026 Financial Results and Highlights GEO-MVA Phase 3 Trial Implementation Plans ATLANTA, GA, May 14, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies against infectious diseases and cancer, today reported financial results for the quarter ended March 31, 2026, and provided a business u |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| May 7, 2026 |
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 Date of report (Date of earliest event reported): May 7, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| May 7, 2026 |
GeoVax Announces a Warrant Inducement Transaction Exhibit 99.1 GeoVax Announces a Warrant Inducement Transaction ATLANTA, GA - May 7, 2026 - GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, today announced its entry into a warrant inducement agreement with existing institutional investors of the Company for the immediate exercise of existing warrants (the "Existing Warrants") to pur |
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| May 7, 2026 |
COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 7, 2026 |
Exhibit 10.1 May 7, 2026 GEOVAX LABS, INC. Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: GeoVax Labs, Inc., a Delaware corporation (the “Company”), is pleased to offer to you (the “Holder”) the opportunity to exercise all of the Common Stock Purchase Warrants issued to you on September 30, 2025 (with a current exercise price o |
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| April 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 17, 2026 |
GeoVax Labs, Inc. 1955 Lake Park Drive Suite 300 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1955 Lake Park Drive Suite 300 Smyrna, Georgia 30080 (678) 384-7220 April 17, 2026 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-295081 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| April 17, 2026 |
GeoVax Labs, Inc. 1955 Lake Park Drive Suite 300 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1955 Lake Park Drive Suite 300 Smyrna, Georgia 30080 (678) 384-7220 April 17, 2026 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-295082 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| April 17, 2026 |
April 17, 2026 David A. Dodd President & Chief Executive Officer GeoVax Labs, Inc. 1955 Lake Park Drive, Suite 300 Smyrna, Georgia 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed April 16, 2026 File No. 333-295082 Dear David A. Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requ |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 17, 2026 |
April 17, 2026 David A. Dodd President & Chief Executive Officer GeoVax Labs, Inc. 1955 Lake Park Drive, Suite 300 Smyrna, Georgia 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed April 16, 2026 File No. 333-295081 Dear David A. Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requ |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
Calculation of Filing Fee Tables S-1 GeoVax Labs, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| April 16, 2026 |
Calculation of Filing Fee Tables S-1 GeoVax Labs, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 16, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 15, 2026 |
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 Date of report (Date of earliest event reported): April 15, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| April 15, 2026 |
Exhibit 99.1 GeoVax Reports 2025 Year-End Financial Results and Provides Business Update Pivotal Phase 3 Trial for GEO-MVA (mpox/smallpox vaccine) Scheduled To Initiate During the Second Half of This Year ATLANTA, GA, April 15, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing multi-antigenic vaccines and immunotherapies against infectious diseases and canc |
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| April 15, 2026 |
GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN Stock Option Agreement Exhibit 10.6.4 GEOVAX LABS, INC. 2023 STOCK INCENTIVE PLAN Stock Option Agreement THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between GEOVAX LABS, INC., a Delaware corporation (the “Corporation”), and the Employee, Director, or Independent Contractor providing services to the C |
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| April 15, 2026 |
GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN Stock Option Agreement Exhibit 10.6.5 WBD Draft 10/03/24 GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN Stock Option Agreement THIS STOCK OPTION AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between GEOVAX LABS, INC., a Delaware corporation (the “Company”), and the Employee, Director or Independent Contractor |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of registrant as specified in its c |
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| March 31, 2026 |
GeoVax Announces a Warrant Inducement Transaction Exhibit 99.1 GeoVax Announces a Warrant Inducement Transaction ATLANTA, GA - March 31, 2026 (NEWMEDIAWIRE) - GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies against infectious diseases and cancer, today announced its entry into a warrant inducement agreement with existing healthcare-focused institutional investors of the Company for |
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| March 31, 2026 |
Exhibit 10.1 March 31, 2026 GEOVAX LABS, INC. Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: GeoVax Labs, Inc., a Delaware corporation (the “Company”), is pleased to offer to you (the “Holder”) the opportunity to exercise all of the Common Stock Purchase Warrants issued to you on (i) May 21, 2024, which are exercisable for [] s |
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| March 31, 2026 |
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 Date of report (Date of earliest event reported): March 31, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: 12-31-25 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ende |
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| March 31, 2026 |
COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 17, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2026, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| February 17, 2026 |
GeoVax Labs Announces $1 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules Exhibit 99.1 GeoVax Labs Announces $1 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules ATLANTA, GA, February 13, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX) (the “Company”), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into definitive agreements for the purchase and s |
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| February 17, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: Initial Exercise Date: , 2026 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (t |
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| February 17, 2026 |
SERIES A-1 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 17, 2026 |
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 Date of report (Date of earliest event reported): February 13, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| February 17, 2026 |
GeoVax Labs, Inc. 1955 Lake Park Drive, Suite 300 Smyrna, GA 30080 Exhibit 4.4 GeoVax Labs, Inc. 1955 Lake Park Drive, Suite 300 Smyrna, GA 30080 February 12, 2026 Holder of Warrants to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on or about the date hereof (the “Offering”) by GeoVax Labs, Inc. (the “Company”) of its common stock, par value $0.001 per share ( |
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| February 17, 2026 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| February 17, 2026 |
SERIES A-2 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 26, 2026 |
GeoVax Labs, Inc. Up to $12,385,787 Common Stock PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated October 15, 2024, September 25, 2024 and September 19, 2025 and accompanying Prospectus Dated March 13, 2024) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| January 12, 2026 |
Exhibit 4.1 |
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| January 12, 2026 |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GEOVAX LABS, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GEOVAX LABS, INC. GeoVax Labs, Inc. (the “Corporation”), does hereby certify that the Corporation’s Certificate of Incorporation originally filed with the Delaware Secretary of State on June 17, 2008, and as restated on April 12, 2024, is hereby amended pursuant to Section 242 of the General Corporation Law of the State of |
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| January 12, 2026 |
-12-31 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 Date of report (Date of earliest event reported): January 9, 2026 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commiss |
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| December 22, 2025 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT December 19, 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $13,244,896 of common units (each, a “Common Unit” and, collec |
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| December 22, 2025 |
GeoVax to Raise Approximately $3.2 Million of Gross Proceeds in Public Offering Exhibit 99.1 GeoVax to Raise Approximately $3.2 Million of Gross Proceeds in Public Offering Atlanta, GA, December 19, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into definitive securities purchase agreements with several institutional and individ |
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| December 22, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| December 22, 2025 |
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 Date of report (Date of earliest event reported): December 19, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| December 22, 2025 |
COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Da |
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| December 22, 2025 |
Filed pursuant to Rule 424(b)(4) Registration No. 333-292127 GEOVAX LABS, INC. 13,244,896 Common Units Each Common Unit Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock 13,244,896 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Warrants to Purchase One Share of Common Stock |
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| December 12, 2025 |
Exhibit 4.12 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ( |
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| December 12, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [-], 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $[-] of common units (each, a “Common Unit” and, collectively, the “Com |
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| December 12, 2025 |
Form of Securities Purchase Agreement Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| December 12, 2025 |
Calculation of Filing Fee Tables S-1 GeoVax Labs, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| December 12, 2025 |
Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-0455038 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden |
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| December 12, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.11 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise D |
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| November 26, 2025 |
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 Date of report (Date of earliest event reported): November 26, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 25, 2025 |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on November 25, 2025. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washing |
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| November 13, 2025 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| November 13, 2025 |
Membership Agreement (Portal Innovations Science Square Labs), dated August 1, 2025 Exhibit 10.5 ATLANTA MEMBERSHIP AGREEMENT 101 NEREM STREET NW, SUITE 1000, ATLANTA, GA 30313 Membership Details Form Member Company Name (Legal Name): GeoVax Labs, Inc. Start Date: 11/1/2025 End Date: 10/31/2028 Commitment Term: 3 Years (36 Months) Active Assets Included in Membership Fee: Portal Innovations 101 Nerem Street NW, Suite 1000, Atlanta, GA 30313 6 – Open Office Desks (#22, #23, #24, # |
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| November 13, 2025 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| November 13, 2025 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| November 13, 2025 |
Exhibit 99.1 GeoVax Reports Third Quarter 2025 Financial Results and Provides Business Update Quarter Highlighted by GEO-MVA Acceleration Amid Global Mpox Emergency, Gedeptin® Expansion into New Solid Tumor Programs, and Strong GEO-CM04S1 Clinical Data in Immunocompromised Patients Company to host conference call today at 4:30 p.m. ET ATLANTA, GA, November 13, 2025 – GeoVax Labs, Inc. (Nasdaq: GOV |
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| November 13, 2025 |
Office Lease, dated September 15, 2025 Exhibit 10.6 OFFICE LEASE NOTICE: The submission of this document for examination does not constitute an option or offer to lease space at the Project. This document shall have no binding effect on the parties unless executed by Landlord and the executed copy is delivered to Tenant. OFFICE LEASE This Office Lease (this “Lease”) is made this 15th day of September, 2025 (“Effective Date”) by and bet |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| November 13, 2025 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| November 13, 2025 |
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 Date of report (Date of earliest event reported): November 13, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 7, 2025 |
GEOVAX LABS, INC. 11,904,768 Shares of Common Stock Filing Pursuant to Rule 424(b)(3) Registration No. 333-290941 PROSPECTUS GEOVAX LABS, INC. 11,904,768 Shares of Common Stock This prospectus relates to the resale of up to an aggregate of 11,904,768 shares (the “September 2025 Warrant Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), issuable upon the exercise of that certain common stock purchase warrants (the “Septem |
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| October 17, 2025 |
As Filed with the Securities and Exchange Commission on October 17, 2025 As Filed with the Securities and Exchange Commission on October 17, 2025 Registration No. |
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| October 17, 2025 |
Calculation of Filing Fee Tables S-1 GeoVax Labs, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| October 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| September 30, 2025 |
GEOVAX LABS, INC. 3,968,256 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-277585 PROSPECTUS SUPPLEMENT (To Prospectus dated March 1, 2024) GEOVAX LABS, INC. 3,968,256 Shares of Common Stock We are offering 3,968,256 shares of our common stock, par value $0.001 per share to investors pursuant to this prospectus supplement and the accompanying prospectus. The per share offering price of the common stock is $0.63 and ea |
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| September 30, 2025 |
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 Date of report (Date of earliest event reported): September 30, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| September 30, 2025 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT September 30, 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,500,001.28 of registered securities of the Company, consisting |
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| September 30, 2025 |
COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| September 30, 2025 |
GeoVax Labs Announces $2.5 Million Registered Direct Offering Exhibit 99.1 GeoVax Labs Announces $2.5 Million Registered Direct Offering ATLANTA, GA, September 30, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a securities purchase agreement with certain healthcare-focused institutional investors for the p |
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| September 30, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| September 29, 2025 |
govxw-form25 |
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| September 29, 2025 |
X0203 0001354457 Nasdaq Stock Market LLC 0000832489 GeoVax Labs, Inc. 001-39563 1900 Lake Park Drive Suite 380 Smyrna GA GEORGIA 30080 6783847220 Warrants 17 CFR 240.12d2-2(a)(2) Tara Petta AVP 2025-09-29 |
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| September 19, 2025 |
GeoVax Labs, Inc. Up to $14,876,177 Common Stock PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated October 15, 2024 and September 25, 2024 and accompanying Prospectus Dated March 13, 2024) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| August 1, 2025 |
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 Date of report (Date of earliest event reported): July 31, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| July 29, 2025 |
Exhibit 99.1 GeoVax Reports Second Quarter 2025 Financial Results and Provides Business Update GEO-MVA received favorable European regulatory guidance supporting streamlined development pathway GEO-CM04S1 demonstrates superior robust immune responses in CLL patients; data presented at EHA 2025 Gedeptin® highlighted strong safety and efficacy for the treatment of solid tumors; data presented at AAC |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 202 |
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| July 29, 2025 |
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 Date of report (Date of earliest event reported): July 28, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| July 29, 2025 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| July 2, 2025 |
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 Date of report (Date of earliest event reported): July 1, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| July 2, 2025 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT July 1, 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $6,002,750 of common units (each, a “Common Unit” and, collectively |
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| July 2, 2025 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: July 2, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise |
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| July 2, 2025 |
Filed pursuant to Rule 424(b)(4) Registration No. 333-288085 PROSPECTUS GEOVAX LABS, INC. Up to 9,235,000 Common Units Each Common Unit Consisting of One Share of Common Stock and Two Common Warrants to Purchase One Share of Common Stock Up to 9,235,000 Pre-Funded Units Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Warrants to Purcha |
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| July 2, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 2, 2025 |
GeoVax to Raise Approximately $6 Million of Gross Proceeds in Public Offering Exhibit 99.1 GeoVax to Raise Approximately $6 Million of Gross Proceeds in Public Offering Atlanta, GA, July 1, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into definitive securities purchase agreements with several institutional and individual inv |
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| June 30, 2025 |
Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 June 30, 2025 VIA EDGAR CORRESPONDENCE U. |
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| June 27, 2025 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 27, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Amendment No. 1 to Registration Statement on Form S-1 File No. 333-288085 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated und |
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| June 26, 2025 |
As Filed with the Securities and Exchange Commission on June 26, 2025 As Filed with the Securities and Exchange Commission on June 26, 2025 Registration No. |
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| June 26, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.13 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise D |
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| June 25, 2025 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 25, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-288085 Ladies and Gentlemen: Reference is made to (i) the letter (the “Company Letter”) dated June 17, 2025 |
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| June 23, 2025 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 23, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-288085 Ladies and Gentlemen: By letter dated June 20, 2025, and in accordance with Rule 461 of Regulation C |
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| June 20, 2025 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 20, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-288085 Ladies and Gentlemen: By letter dated June 17, 2025, and in accordance with Rule 461 of Regulation C |
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| June 17, 2025 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 17, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-288085 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities A |
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| June 16, 2025 |
As Filed with the Securities and Exchange Commission on June 16, 2025 As Filed with the Securities and Exchange Commission on June 16, 2025 Registration No. |
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| June 16, 2025 |
Exhibit FILING FEES. Calculation of Filing Fee Tables Form S-1 (Form Type) GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Comm |
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| June 16, 2025 |
Exhibit 4.14 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ( |
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| June 16, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.13 COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [-] Issue Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [-] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise D |
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| June 16, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [-], 2025 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) $[-] of common units (each, a “Common Unit” and, collectively, the “Com |
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| June 16, 2025 |
Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| June 6, 2025 |
GeoVax Labs, Inc. 2025 Stock Incentive Plan (31) Exhibit 99.1 GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN GEOVAX LABS, INC. 2025 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement or other applicable instrument, the following terms shall have the meanings given below: (a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Commit |
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| June 6, 2025 |
As filed with the Securities and Exchange Commission on June 6, 2025 As filed with the Securities and Exchange Commission on June 6, 2025 Registration No. |
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| June 6, 2025 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0 |
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| June 5, 2025 |
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 Date of report (Date of earliest event reported): June 5, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| June 2, 2025 |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on June 2, 2025. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| June 2, 2025 |
June 2, 2025 CONFIDENTIAL VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences100 F Street NE Washington, DC 20549 Re: GeoVax Labs, Inc. Confidential Submission – Draft Registration Statement on Form S-1 Submitted on June 2, 2025 To the addressee set forth above: On behalf of our client, GeoVax Labs, Inc., a Delaware corporation (the “Company”), w |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
Exhibit 99.1 GeoVax Reports First Quarter 2025 Financial Results and Provides Business Update COVID-19 vaccine program progressing with additional data evaluating GEO-CM04S1 as booster to mRNA vaccines in healthy adults expected in second quarter of 2025 Clinical evaluation of GEO-MVA, vaccine candidate for protection against Mpox and Smallpox, expected to initiate in second half of 2025 Gedeptin® |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of report (Date of earliest event reported): May 1, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| May 1, 2025 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 27, 2025 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 202 |
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| April 14, 2025 |
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 Date of report (Date of earliest event reported): April 11, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| March 28, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of report (Date of earliest event reported): March 27, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 28, 2025 |
Exhibit 99.1 GeoVax Reports 2024 Year-End Financial Results and Provides Business Update GEO-CM04S1 BARDA/Project NextGen Phase 2b trial preparations ongoing with manufacturing of clinical trial materials underway and clinical sites confirmed Additional data evaluating GEO-CM04S1 as booster to mRNA vaccines in healthy adults expected in first half of 2025 Clinical evaluation of GEO-MVA, vaccine ca |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC. (Exact name of registrant as specified in its c |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
Exhibit 19.1 Rev. Dec-24 GeoVax Labs, Inc. Insider Trading Policy 1. Introduction It is illegal for any person, either personally or on behalf of others, to trade in the securities of GeoVax Labs, Inc. (“GeoVax” or the “Company”) on the basis of material, non-public information. It is also illegal to communicate (or “tip”) material, non-public information to others who may trade in securities on t |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. |
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| March 27, 2025 |
Description of Registrant’s Securities Exhibit 4.1 DESCRIPTION OF SECURITIES GeoVax Labs, Inc. (“we,” “us,” “our,” “GeoVax” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock, $0.001 par value (the “Common Stock”), and warrants to purchase shares of Common Stock (the “warrants”) are registered under Section 12(b) |
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| March 27, 2025 |
As Filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-239958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-0455038 (State or other jurisdiction of in |
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| March 25, 2025 |
Exhibit 99.1 GeoVax Labs Announces $4.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules ATLANTA, GA, March 24, 2025 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a securities purchase agreement with a single healthcare-focu |
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| March 25, 2025 |
Form of Pre-Funded Warrant, dated March 25, 2025 (2) Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| March 25, 2025 |
Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (31) Exhibit 10.1 Execution Version A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 March 23, 2025 GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Attention: David A. Dodd, President & Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Dodd: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P |
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| March 25, 2025 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| March 25, 2025 |
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 Date of report (Date of earliest event reported): March 23, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| March 25, 2025 |
Warrant Amendment Agreement, dated March 23, 2025 (2) Exhibit 4.3 Execution Version AMENDMENT TO WARRANTS This Amendment to the Common Stock Purchase Warrant (this “Amendment”) dated this 23rd day of March 2025, by and among GeoVax Labs, Inc., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of outstanding warrants to purchase up to (i) 1,700,000 shares of common stock, pa |
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| March 25, 2025 |
Form of Common Stock Purchase Warrant, dated March 25, 2025 (2) Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initia |
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| March 25, 2025 |
Securities Purchase Agreement, dated March 23, 2025 (2) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2025, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| January 22, 2025 |
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 Date of report (Date of earliest event reported): January 22, 2025 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| December 18, 2024 |
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 Date of report (Date of earliest event reported): December 18, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 18, 2024 |
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 Date of report (Date of earliest event reported): November 18, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 14, 2024 |
GOVX / GeoVax Labs, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-govx093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GEOVAX LABS, INC. (Name of Issuer) Common Stock $0.001 par value (Title of Class of Securities) 373678606 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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 Date of report (Date of earliest event reported): November 12, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission F |
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| November 13, 2024 |
Exhibit 99.1 GeoVax Reports Third Quarter 2024 Financial Results and Provides Business Update Progress in GEO-CM04S1 BARDA/Project NextGen Phase 2b trial; multiple data readouts of existing COVID-19 vaccine Phase 2 trials expected during fourth quarter 2024 Gedeptin® on track to advance into Phase 2 clinical trial for first recurrent head and neck cancer in the first half of 2025 GEO-MVA Mpox vacc |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated August 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281310 GEOVAX LABS, INC. Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated August 6, 2024 covering the sale of up to 2,170,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named i |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 3 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated September 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281973 GEOVAX LABS, INC. Up to 975,610 Shares of Common Stock We are supplementing the prospectus dated September 6, 2024 covering the sale of up to 975,610 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated June 7, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated June 7, 2024 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| November 12, 2024 |
GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated September 6, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281972 GEOVAX LABS, INC. Up to 1,700,000 Shares of Common Stock We are supplementing the prospectus dated September 6, 2024 covering the sale of up to 1,700,000 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder n |
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| October 16, 2024 |
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 Date of report (Date of earliest event reported): October 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| October 15, 2024 |
Financial Statements and Exhibits, Other Events 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 Date of report (Date of earliest event reported): October 15, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| October 15, 2024 |
GeoVax Labs, Inc. Up to $30,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-277585 PROSPECTUS SUPPLEMENT (To Prospectus Supplement Dated September 25, 2024 and accompanying Prospectus Dated March 13, 2024) GeoVax Labs, Inc. Up to $30,000,000 Common Stock This prospectus supplement updates, amends and supplements certain information in the prospectus supplement, dated September 25, 2024 (the “Original Prospectus Supplem |
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| October 1, 2024 |
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 Date of report (Date of earliest event reported): October 1, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| September 25, 2024 |
GeoVax Labs, Inc. Up to $4,486,846 Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated March 13, 2024) Filed Pursuant to 424(b)(5) File No. |
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| September 25, 2024 |
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 Date of report (Date of earliest event reported): September 25, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| September 25, 2024 |
Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (29) Exhibit 10.1 GEOVAX LABS, INC. COMMON STOCK SALES AGREEMENT September 25, 2024 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: GeoVax Labs, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, f |
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| September 17, 2024 |
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 Date of report (Date of earliest event reported): September 17, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| September 11, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 September 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281972 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securit |
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| September 11, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 September 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281973 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securit |
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| September 10, 2024 |
September 10, 2024 David Dodd Chief Executive Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, GA 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed September 6, 2024 File No. 333-281972 Dear David Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler |
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| September 10, 2024 |
September 10, 2024 David Dodd Chief Executive Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, GA 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed September 6, 2024 File No. 333-281973 Dear David Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler |
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| September 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| September 6, 2024 |
As filed with the Securities and Exchange Commission on September 6, 2024 As filed with the Securities and Exchange Commission on September 6, 2024 Registration No. |
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| September 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| September 6, 2024 |
As filed with the Securities and Exchange Commission on September 6, 2024 As filed with the Securities and Exchange Commission on September 6, 2024 Registration No. |
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| August 30, 2024 |
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 Date of report (Date of earliest event reported): August 28, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| August 30, 2024 |
GeoVax to Raise Approximately $5.0 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $5.0 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, August 28, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutio |
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| August 30, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| August 30, 2024 |
Form of Pre-Funded Warrant, dated August 30, 2024 (6) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 138,110 Issue Date: August 30, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| August 30, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 28, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,999,999.87 of registered securities of the Company, consisting of |
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| August 30, 2024 |
Form of Common Stock Purchase Warrant, dated August 30, 2024 (28) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 30, 2024 |
Securities Purchase Agreement, dated August 28, 2024 (28) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| August 21, 2024 |
Form of Common Stock Purchase Warrant, dated August 21, 2024 (27) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 21, 2024 |
GeoVax to Raise Approximately $8.5 Million of Gross Proceeds in Offering Priced Above-the-Market Exhibit 99.1 GeoVax to Raise Approximately $8.5 Million of Gross Proceeds in Offering Priced Above-the-Market Atlanta, GA, August 20, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institu |
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| August 21, 2024 |
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 Date of report (Date of earliest event reported): August 20, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| August 21, 2024 |
Securities Purchase Agreement, dated August 20, 2024 (27) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| August 21, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| August 21, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 20, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $8,500,000 of registered securities of the Company, consisting of 1, |
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| August 21, 2024 |
Form of Pre-Funded Warrant, dated August 21, 2024 (5) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 339,269 Issue Date: August 21, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| August 8, 2024 |
August 8, 2024 David A. Dodd President & Chief Executive Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed August 6, 2024 File No. 333-281310 Dear David A. Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requ |
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| August 8, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 August 8, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-281310 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities |
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| August 7, 2024 |
Exhibit 99.1 GeoVax Reports Second Quarter 2024 Financial Results and Provides Business Update Awarded BARDA Project NextGen (PNG) contract to advance GeoVax’s multi-antigen vaccine candidate, GEO-CM04S1, into 10,000-participant randomized, comparative Phase 2b COVID-19 vaccine study BARDA PNG award represents greater than $350 million in support of PNG GEO-CM04S1 clinical trial, including direct |
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| August 7, 2024 |
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 Date of report (Date of earliest event reported): August 6, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| August 6, 2024 |
As filed with the Securities and Exchange Commission on August 6, 2024 As filed with the Securities and Exchange Commission on August 6, 2024 Registration No. |
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| August 6, 2024 |
Exhibit 10.2 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE: (i) THE COMPANY HAS DETERMINED THE OMITTED INFORMATION IS NOT MATERIAL, AND (ii) THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL RRPV Project Award Number: 001 RRPV Project Title: RRPV-24-04-NGVx-006; Phase 2b study to evalua |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
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| August 6, 2024 |
Exhibit 10.1 RRPV BASE AGREEMENT BETWEEN ADVANCED TECHNOLOGY INTERNATIONAL 315 SIGMA DRIVE SUMMERVILLE, SC 29486 AND RRPV Member Organization GEOVAX, INC. 1900 Lake Park DR SE STE 380 Smyrna, Georgia 30080 UEI: CEF5ULT44LF5 RRPV Base Agreement No: 2024-564 Authority: RRPV Other Transaction Agreement 75A50123D00005 and 42 USC § 247d–7e(c)(5). Page 1 of 37 October 2023 This Agreement is entered into |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated June 7, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280040 GEOVAX LABS, INC. Up to 1,605,688 Shares of Common Stock We are supplementing the prospectus dated June 7, 2024 covering the sale of up to 1,605,688 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in th |
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| August 6, 2024 |
GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock Prospectus Supplement No. 2 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276345 GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 1,408,998 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in |
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| August 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☒ Definitiv |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☐ Definitiv |
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| July 12, 2024 |
Securities Purchase Agreement, dated July 11, 2024 (25) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| July 12, 2024 |
Form of Pre-Funded Warrant, dated July 12, 2024 (4) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: 626,368 Issue Date: July 12, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| July 12, 2024 |
GeoVax to Raise Approximately $3.1 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $3.1 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, July 11, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutiona |
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| July 12, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| July 12, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT July 11, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,103,093.74 of registered securities of the Company, consisting of 4 |
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| July 12, 2024 |
Form of Common Stock Purchase Warrant, dated July 12, 2024 (25) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 12, 2024 |
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 Date of report (Date of earliest event reported): July 11, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| June 21, 2024 |
Side Letter dated June 14, 2024, by and between the Company and the Investor Exhibit 4.1 GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 June 14, 2024 Armistice Capital Master Fund Ltd. Attn: Jonah Glickstein, Esq. 510 Madison Avenue 7th Floor New York, NY 10022 Re: Amendment to the Common Stock Purchase Warrant dated May 21, 2024 (the “Warrant”) Dear Jonah, This letter sets forth the understanding of GeoVax Labs, Inc. (the “Company”) and Armistice |
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| June 21, 2024 |
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 Date of report (Date of earliest event reported): June 20, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| June 18, 2024 |
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 Date of report (Date of earliest event reported): June 12, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File |
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| June 18, 2024 |
Exhibit 99.1 GeoVax Receives BARDA Project NextGen Award to Conduct Phase 2b Clinical Study Evaluating the Company’s Next-Generation COVID-19 Vaccine Candidate, GEO-CM04S1 10,000-participant randomized Phase 2b study will evaluate and compare GeoVax’s multi-antigen, vaccine candidate (GEO-CM04S1) to an approved vaccine against COVID-19 under BARDA’s Clinical Studies Network Project NextGen is a $5 |
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| June 14, 2024 |
GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 GeoVax Labs, Inc. 1900 Lake Park Drive Suite 380 Smyrna, Georgia 30080 (678) 384-7220 June 14, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 File No. 333-280040 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities A |
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| June 14, 2024 |
United States securities and exchange commission logo June 14, 2024 David A. Dodd Chief Executive Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080 Re: GeoVax Labs, Inc. Registration Statement on Form S-1 Filed June 7, 2024 File No. 333-280040 Dear David A. Dodd: This is to advise you that we have not reviewed and will not review your registration statement. Please re |
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| June 7, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Form Type GeoVax Labs, Inc. (Exact Name of Registrant as Specified in its Charter Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid |
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| June 7, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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| May 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of report (Date of earliest event reported): May 23, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 23, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K -12-31 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission |
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| May 23, 2024 |
Bylaws (as amended May 23, 2024) (24) Exhibit 3.1 BYLAWS OF GEOVAX LABS, INC. (as amended May 23, 2024) Table of Contents Page ARTICLE I Offices 1 Section 1.1. Principal and Registered Offices 1 Section 1.2. Other Offices 1 ARTICLE II Meetings of Stockholders 1 Section 2.1. Annual Meetings 1 Section 2.2. Special Meetings 1 Section 2.3. Notice of Meetings 1 Section 2.4. Adjournments 1 Section 2.5. Quorum 2 Section 2.6. Organization 2 S |
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| May 21, 2024 |
GeoVax to Raise Approximately $1.3 Million of Gross Proceeds in Offering Priced At-the-Market Exhibit 99.1 GeoVax to Raise Approximately $1.3 Million of Gross Proceeds in Offering Priced At-the-Market Atlanta, GA, May 17, 2024 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutional |
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| May 21, 2024 |
Form of Common Stock Purchase Warrant, dated May 21, 2024 (23) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 21, 2024 |
Form of Pre-Funded Warrant, dated May 21, 2024 (4) Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC. Warrant Shares: [•] Issue Date: [•], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ |
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| May 21, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated March 1, 2024) Registration No. |
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| May 21, 2024 |
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 Date of report (Date of earliest event reported): May 16, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 21, 2024 |
Securities Purchase Agreement, dated May 16, 2024 (23) Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [•], 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| May 21, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 16, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GeoVax Labs, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ] shares |
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| May 15, 2024 |
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 Date of report (Date of earliest event reported): May 14, 2024 GEOVAX LABS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39563 87-0455038 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| May 15, 2024 |
Exhibit 99.1 GeoVax Reports First Quarter 2024 Financial Results and Provides Business Update Presented data on GEO-CM04S1 at World Vaccine Congress, delineating the unique immune system driven mechanisms that contribute to the broad efficacy of the vaccine candidate Significant milestone achieved towards implementation of a commercially validated manufacturing system Progress across pipeline with |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239958 GEOVAX LABS, INC. Up to 121,332 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 121,332 shares of common stock, $0.001 par value, underlying warrants previously issued by us to investors in our September 2020 |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 204,499 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262541 GEOVAX LABS, INC. Up to 204,499 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 204,499 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in the |
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| May 14, 2024 |
Restated Certificate of Incorporation filed April 12, 2024 (22) Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GEOVAX LABS, INC. Pursuant to Section 245 of the Delaware General Corporation Law GeoVax Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “GeoVax Labs, Inc.”. 2. The Corporation’s original Certificate of Incorporation wa |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 387,334 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-265583 GEOVAX LABS, INC. Up to 387,334 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 387,334 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named in the |
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| May 14, 2024 |
GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock Prospectus Supplement No. 1 To Prospectus dated March 1, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276345 GEOVAX LABS, INC. Up to 1,408,998 Shares of Common Stock We are supplementing the prospectus dated March 1, 2024 covering the sale of up to 1,408,998 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholder named in |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39563 GEOVAX LABS, INC. |
