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

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company, has entered into definitive securities purchase agreements with institutional and individual investors for a public offering expected to generate approximately $3.2 million in gross proceeds. The company will issue approximately 13.2 million units, each consisting of one share of common stock and warrants to purchase additional shares, at a price of $0.245 per unit. The warrants will allow purchase of up to approximately 26.5 million shares of common stock at the same exercise price, becoming exercisable immediately and remaining valid for five years.

Roth Capital Partners is serving as the exclusive placement agent for this offering. The company anticipates using the net proceeds for working capital and general corporate purposes, with the closing expected around December 22, 2025, pending customary conditions. This capital infusion comes at a critical juncture for GeoVax, which is advancing multiple clinical programs that could address significant unmet medical needs.

The offering is being conducted under a registration statement on Form S-1 (File No. 333-292127) that was declared effective by the Securities and Exchange Commission on December 19, 2025. Investors can access detailed information through the SEC's website at http://www.sec.gov, where electronic copies of the final prospectus supplement and accompanying prospectus will be available.

GeoVax's clinical pipeline includes GEO-CM04S1, a next-generation COVID-19 vaccine currently in three Phase 2 trials. These trials are evaluating the vaccine as a primary option for immunocompromised patients, a booster for chronic lymphocytic leukemia patients, and an enhanced booster for healthy individuals previously vaccinated with mRNA vaccines. In oncology, the company's lead program involves Gedeptin®, an oncolytic solid tumor gene-directed therapy that recently completed a multicenter Phase 1/2 trial for advanced head and neck cancers.

Additionally, GeoVax is developing a vaccine targeting Mpox and smallpox, with recent European Medicines Agency guidance suggesting the potential to advance directly to Phase 3 clinical evaluation. The company maintains a strong intellectual property portfolio with worldwide rights for its technologies and product candidates. More information about clinical trial status and updates is available at www.geovax.com.

This financing round represents a strategic move to support ongoing research and development efforts that could have substantial implications for public health. Successful advancement of GeoVax's COVID-19 vaccine could provide better protection for vulnerable populations, while progress in oncology therapies might offer new treatment options for cancer patients. The company's work on Mpox and smallpox vaccines addresses ongoing global health security concerns, particularly as these pathogens continue to pose threats in various regions.

The biotechnology sector closely watches such financing events as indicators of investor confidence in innovative medical approaches. For GeoVax, this offering provides essential resources to continue clinical evaluations that could lead to regulatory submissions and potential commercialization. The company's forward-looking statements acknowledge various risk factors that could affect outcomes, including clinical trial results, manufacturing capabilities, regulatory approvals, and competitive developments. These factors are detailed in periodic reports filed with the SEC, accessible through http://www.sec.gov.