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 common stock at $2.31 per share, with gross proceeds expected to be approximately $1 million before fees and expenses.
The offering includes concurrent private placements of unregistered warrants for additional shares, with exercise prices also set at $2.31 per share. These warrants become exercisable upon shareholder approval, with series A-1 warrants expiring after five years and series A-2 warrants after two years. The closing is expected around February 17, 2026, subject to customary conditions.
This capital raise is significant because it provides essential funding for GeoVax's pipeline development at a critical juncture. The company stated it intends to use net proceeds to advance product candidates, including research and development, manufacturing, clinical studies, and working capital. For investors and the biotechnology sector, this offering demonstrates the ongoing need for capital to sustain clinical programs through development phases.
H.C. Wainwright & Co. is acting as exclusive placement agent. The registered shares are offered under a shelf registration statement previously filed with the Securities and Exchange Commission. Electronic copies of the final prospectus supplement may be obtained on the SEC's website at http://www.sec.gov when available.
Concurrently, GeoVax agreed to amend existing warrants issued in July 2025, reducing their exercise price from $4.35 to $2.31 per share effective upon the offering's closing. This adjustment aligns with the current offering price and may improve warrant holder participation.
The importance of this financing extends beyond immediate capital infusion. GeoVax's lead programs include GEO-CM04S1, a next-generation COVID-19 vaccine in three Phase 2 trials targeting immunocompromised patients and as a booster, and Gedeptin®, an oncolytic therapy for head and neck cancers that recently completed Phase 1/2 trials. The company also anticipates progressing directly to Phase 3 trials for its Mpox and smallpox vaccine following recent EMA regulatory guidance.
For the biotechnology industry, this offering reflects the challenging funding environment for clinical-stage companies developing vaccines and cancer therapies. The at-the-market pricing mechanism allows companies to raise capital efficiently while potentially minimizing dilution. Investors should note that forward-looking statements in the release involve risks, including clinical trial outcomes, regulatory approvals, manufacturing capabilities, and competitive developments, as detailed in the company's SEC filings.
The transaction's structure, combining registered shares with unregistered warrants, provides immediate capital while creating potential future equity opportunities. This approach is common in biotechnology financing but carries dilution risks for existing shareholders. The amended warrants from previous financing rounds demonstrate the company's efforts to maintain alignment with current investors amid evolving market conditions.
