GeoVax Labs Secures $1 Million Through Registered Direct Offering to Advance Clinical Programs

GeoVax Labs, Inc. has entered into definitive agreements for a registered direct offering priced at-the-market under Nasdaq rules, involving the purchase and sale of 432,902 shares of its common stock at $2.31 per share. The offering, expected to close around February 17, 2026, is anticipated to generate gross proceeds of approximately $1 million before fees and expenses. The company plans to allocate the net proceeds toward advancing its product candidates, covering research and development, manufacturing, clinical studies, and working capital needs.

Concurrently, GeoVax will issue unregistered series A-1 and A-2 warrants in a private placement, each allowing the purchase of up to 432,902 shares at the same exercise price of $2.31 per share. These warrants become exercisable upon shareholder approval, with the A-1 warrants expiring five years after approval and the A-2 warrants expiring two years after. Additionally, the company has agreed to amend existing warrants issued in July 2025, reducing their exercise price from $4.35 to $2.31 per share upon the offering's closing. H.C. Wainwright & Co. is serving as the exclusive placement agent for the transaction.

The shares in the registered direct offering are being offered under a shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission, declared effective on March 13, 2024. The offering is made via a prospectus and supplement, with electronic copies available on the SEC's website at https://www.sec.gov. The unregistered warrants and underlying shares are offered in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, not registered under federal or state securities laws, restricting their sale in the U.S. except under an effective registration or exemption.

This capital infusion is critical for GeoVax as it progresses its clinical-stage programs, including GEO-CM04S1, a next-generation COVID-19 vaccine in multiple Phase 2 trials for immunocompromised patients and as a booster, and Gedeptin®, an oncolytic therapy for solid tumors following a Phase 1/2 trial. The company is also developing a vaccine for Mpox and smallpox, with plans to advance directly to Phase 3 based on regulatory guidance. The funding supports ongoing research amid competitive and regulatory challenges, as detailed in the company's periodic reports filed with the SEC.