GeoVax Labs Files Prospectus For Best-Efforts Offering Of 18,292,683 Units And Pre-Funded Units With Warrants

GEOVAX LABS, INC.

 

18,292,683 Common Units

Each Common Unit Consisting of

One Share of Common Stock and

Two Warrants to Purchase One Share of Common Stock

 

18,292,683 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

 

Up to 36,585,366 Shares of Common Stock Underlying the Warrants

 

This prospectus relates to a best efforts public offering of 18,292,683 units (each a Common Unit and, collectively, the Common Units) at an assumed offering price of $0.41 per Unit, each Unit consisting of one share of common stock, $0.001 par value per share (the Common Stock), of GeoVax Labs, Inc. (GeoVax, us, we or the Company) and two warrants to purchase one share of Common Stock (each a Common Warrant and, collectively, the Common Warrants). Each warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.41 per share (100 % of the price of each share of Common Stock sold in this offering) and will expire five years from the date of issuance.

 

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded units (each a Pre-Funded Unit and, collectively, the Pre-Funded Units, and, together with the Common Units, the Units) in lieu of the Common Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of Common Stock (each a Pre-Funded Warrant and, collectively, the Pre-Funded Warrants and, together with the Common Warrants, the Warrants) and two Common Warrants. The purchase price of each Pre-Funded Unit will equal the price per Common Unit, minus $0.00001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.00001 per share. There can be no assurance that we will sell any of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit we sell, the number of  Common Units we are offering will be decreased on a one-for-one basis. Because we will issue two Common Warrants as part of each Unit, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of the Common Units and Pre-Funded Units sold.

 

The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time to time upon exercise of the Warrants (the Warrant Shares) included in the Units offered hereby. See "Description of Securities We Are Offering" in this prospectus for more information.

 

The Units will not be certificated and the shares of Common Stock and the warrants comprising such Units are immediately separable and will be issued separately in this offering.

 

Our Common Stock is listed on the Nasdaq Capital Market under the symbol "GOVX." On December 11, 2025, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.39 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.