GeoVax Raises $3 Million in Private Placement to Fund Vaccine Development

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, announced today that it has entered into a securities purchase agreement with existing institutional investors for the purchase and sale of 2,027,027 shares of common stock (or common stock equivalents) together with Series A and Series B warrants, for aggregate gross proceeds of approximately $3 million, before deducting placement agent fees and other offering expenses. The financing is priced at-the-market under Nasdaq rules, with an exercise price of $1.48 per share for both warrant series.

The closing of the offering is expected to occur on or about May 19, 2026, subject to customary closing conditions. The company expects to use the net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners is acting as the sole placement agent.

The offering is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. The securities have not been registered under the Securities Act and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption. The company has agreed to file a registration statement with the SEC covering the resale of the shares and shares underlying the warrants.

This financing arrives at a critical time for GeoVax. The company’s priority program is GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox, which is advancing under an expedited regulatory pathway. GeoVax plans to initiate a pivotal Phase 3 clinical trial for GEO-MVA in the second half of 2026, aiming to address global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness. The proceeds from this offering will support these development efforts.

In oncology, GeoVax is developing Gedeptin, a gene-directed enzyme prodrug therapy (GDEPT) designed to enhance immune checkpoint inhibitor activity. Gedeptin has completed a multicenter Phase 1/2 clinical trial in advanced head and neck cancer and is being advanced into combination strategies, including planned neoadjuvant and first-line settings. Additionally, the company’s pipeline includes GEO-CM04S1, a next-generation COVID-19 vaccine candidate being evaluated in immunocompromised and other patient populations.

GeoVax maintains a global intellectual property portfolio supporting its infectious disease and oncology programs and continues to evaluate strategic partnerships and funding opportunities. The company’s ability to secure this private placement from existing institutional investors signals continued confidence in its clinical programs and strategic direction.

For more information, visit www.geovax.com.