GeoVax Labs, Inc., a clinical-stage biotechnology company, has entered into definitive agreements for a registered direct offering priced at-the-market under Nasdaq rules. The company will sell 432,902 shares of its common stock at $2.31 per share, with gross proceeds expected to be approximately $1 million before deducting placement agent fees and other offering expenses. The closing is anticipated around February 17, 2026, subject to customary conditions.
In a concurrent private placement, GeoVax will issue unregistered series A-1 and series A-2 warrants, each to purchase up to 432,902 shares of common stock at the same exercise price of $2.31 per share. These warrants become exercisable upon shareholder approval, with the series A-1 warrants expiring five years after approval and the series A-2 warrants expiring two years after approval. The company also amended existing warrants from July 2025, reducing their exercise price from $4.35 to $2.31 per share effective upon the offering's closing.
The net proceeds are intended to advance GeoVax's product candidates through research and development, manufacturing, clinical studies, and working capital. H.C. Wainwright & Co. serves as the exclusive placement agent for the offering. The shares in the registered direct offering are offered under a shelf registration statement previously filed with the Securities and Exchange Commission. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC's website at http://www.sec.gov.
This capital infusion supports GeoVax's lead clinical programs, including GEO-CM04S1, a next-generation COVID-19 vaccine in three Phase 2 trials. It is being evaluated as a primary vaccine for immunocompromised patients, a booster for those with chronic lymphocytic leukemia, and a more robust booster for healthy individuals previously vaccinated with mRNA vaccines. In oncology, the company is developing Gedeptin®, an oncolytic solid tumor gene-directed therapy that recently completed a Phase 1/2 trial for advanced head and neck cancers. Additionally, GeoVax is advancing a vaccine targeting Mpox and smallpox, with plans to proceed directly to Phase 3 trials based on recent EMA regulatory guidance.
The offering highlights the financial strategies biotechnology firms employ to sustain clinical development amid high research costs. For investors and the healthcare sector, it underscores GeoVax's commitment to addressing unmet medical needs in infectious diseases and oncology. The company's focus on immunocompromised populations and novel therapeutic approaches could influence future vaccine and cancer treatment landscapes, pending successful trial outcomes and regulatory approvals. Further details on GeoVax's technologies and clinical trials are available at https://www.geovax.com.
