GeoVax Announces Warrant Inducement Transaction to Fund Vaccine and Immunotherapy Development

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company based in Atlanta, has announced a warrant inducement transaction with an existing institutional investor. The agreement involves the immediate exercise of existing warrants to purchase up to 5,697,628 shares of common stock at an exercise price of $0.64 per share, generating gross proceeds of approximately $3,646,482 before expenses. The company intends to use the net proceeds for working capital and general corporate purposes, which may accelerate its development programs.

In exchange for the immediate exercise, the investor will receive new unregistered warrants to purchase up to 11,395,256 shares of common stock, also at $0.64 per share. These new warrants will become exercisable upon shareholder approval and will expire five years after that date. The transaction is expected to close on or about August 27, 2026, subject to customary conditions.

This financial move provides GeoVax with additional capital to advance its lead programs. The company's priority is GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. This vaccine is progressing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. The funding may help address critical global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness.

In oncology, GeoVax is developing Gedeptin®, a gene-directed enzyme prodrug therapy designed to enhance immune checkpoint inhibitor activity. Gedeptin has completed a 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. The capital from this transaction could support these development efforts.

The private placement of the new warrants and underlying shares will be made in reliance on exemptions from registration under the Securities Act, meaning the securities are not registered and may not be offered or sold in the U.S. except under specific conditions. This is a standard practice for such transactions.

The announcement underscores GeoVax's commitment to advancing its vaccine and immunotherapy pipeline. The additional working capital is expected to bolster the company's ability to execute its clinical development plans and pursue strategic partnerships. For more information about GeoVax and its programs, visit www.geovax.com.