GeoVax Announces $3.2 Million Public Offering to Advance Clinical-Stage Vaccine and Immunotherapy Programs

GeoVax Labs, Inc. has entered into definitive securities purchase agreements with institutional and individual investors for the purchase and sale of approximately 13.2 million units in a public offering, with gross proceeds expected to reach approximately $3.2 million before deducting placement agent fees and offering expenses. Each unit consists of one share of common stock and warrants to purchase additional shares, priced at $0.245 per unit, with the company issuing warrants to purchase up to approximately 26.5 million shares of common stock at the same exercise price. The warrants become exercisable immediately upon issuance and remain valid for five years, with Roth Capital Partners serving as exclusive placement agent for this capital raise.

The company intends to allocate the net proceeds from this offering toward working capital and general corporate purposes, supporting its ongoing clinical development programs. This financial injection comes at a critical juncture for GeoVax, which maintains multiple advanced clinical trials across its portfolio. The offering is expected to close on or about December 22, 2025, pending satisfaction of customary closing conditions, with the securities being offered pursuant to a registration statement on Form S-1 previously filed with and declared effective by the Securities and Exchange Commission.

GeoVax's clinical pipeline includes GEO-CM04S1, a next-generation COVID-19 vaccine currently in three Phase 2 clinical trials evaluating its efficacy as a primary vaccine for immunocompromised patients, a booster for chronic lymphocytic leukemia patients, and a more robust booster for healthy individuals previously vaccinated with mRNA vaccines. In oncology, the company has completed a multicenter Phase 1/2 clinical trial for Gedeptin®, a novel oncolytic solid tumor gene-directed therapy targeting advanced head and neck cancers, while also developing a vaccine targeting Mpox and smallpox that may progress directly to Phase 3 evaluation based on recent European Medicines Agency regulatory guidance.

The capital raised through this public offering provides essential resources for GeoVax to continue advancing these clinical programs through critical development milestones. Investors can access detailed offering documents through the SEC's website at https://www.sec.gov, where electronic copies of the final prospectus supplement and accompanying prospectus will be available. This financial maneuver represents a strategic step for the clinical-stage biotechnology company as it seeks to translate its vaccine and immunotherapy platforms into commercially viable products addressing significant unmet medical needs in both infectious diseases and oncology.