GeoVax Secures $3.6 Million in Warrant Inducement Transaction to Fund Operations

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, announced today that it has entered into a warrant inducement agreement with an existing institutional investor. The agreement involves the immediate exercise of existing warrants to purchase up to 5,697,628 shares of the company's common stock at an exercise price of $0.64 per share, yielding gross proceeds of approximately $3,646,482 before deducting financial advisor fees and other transaction expenses.

The company intends to use the net proceeds from the offering for working capital and other general corporate purposes. As an inducement for the immediate exercise in full of the existing warrants, the investor will receive, in a private placement, new unregistered warrants to purchase up to 11,395,256 shares of common stock. These new warrants will have an exercise price of $0.64 per share, will be initially exercisable on the date that shareholder approval for the issuance of the underlying shares is obtained, and will expire five years following that approval date.

The closing of the warrant inducement transaction is expected to occur on or about August 27, 2026, subject to customary closing conditions. The private placement of the new warrants and the shares of common stock underlying them will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This strategic financial move comes at a critical time for GeoVax as it advances its lead vaccine candidate, GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. The program is progressing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. The additional capital will be instrumental in supporting these development efforts and addressing global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness.

In the oncology sector, 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.

GeoVax maintains a global intellectual property portfolio supporting its infectious disease and oncology programs and continues to evaluate strategic partnerships and funding opportunities aligned with its development priorities. This warrant inducement transaction is a prudent step to strengthen the company's financial position as it continues to advance its pipeline toward key milestones.

For more information about GeoVax and its programs, visit www.geovax.com.