GeoVax Labs Secures $1 Million in Direct Offering to Advance Clinical Programs

GeoVax Labs, Inc., a clinical-stage biotechnology company, announced it 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 fees and expenses. The closing is anticipated around February 17, 2026, pending customary conditions.

The net proceeds are intended to advance the company’s product candidates, supporting research and development, manufacturing, clinical studies, and working capital. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. In a concurrent private placement, GeoVax will issue unregistered series A-1 and A-2 warrants to purchase up to 432,902 shares each, exercisable at $2.31 per share after shareholder approval, with expirations set at five and two years post-approval, respectively.

The shares in the registered direct offering are being offered pursuant to a shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov. The unregistered warrants are being offered in a private placement under Section 4(a)(2) of the Securities Act and have not been registered under securities laws.

Additionally, GeoVax has agreed to amend certain existing warrants issued in July 2025, reducing their exercise price from $4.35 to $2.31 per share upon the offering’s closing. This financial move comes as GeoVax advances its clinical programs, including GEO-CM04S1, a next-generation COVID-19 vaccine in Phase 2 trials for immunocompromised patients and as a booster, and Gedeptin®, an oncolytic therapy for head and neck cancers. The company is also developing a vaccine targeting Mpox and smallpox, with plans to progress directly to Phase 3 evaluation based on recent regulatory guidance.

The offering highlights GeoVax’s ongoing efforts to fund its pipeline amid clinical developments. For more information about the company’s clinical trials and updates, visit their website at https://www.geovax.com. This announcement underscores the importance of capital infusion for biotech firms in advancing therapeutic candidates through critical research phases, potentially impacting future healthcare solutions for cancer and infectious diseases.

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