GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, announced on Monday that it has entered into a securities purchase agreement with existing institutional investors for a private placement expected to generate approximately $3 million in gross proceeds. The financing is priced at-the-market under Nasdaq rules.
Under the terms of the agreement, GeoVax will sell 2,027,027 shares of common stock (or common stock equivalents) along with Series A warrants to purchase up to 2,027,027 shares of common stock at an exercise price of $1.48 per share, exercisable for five years, and Series B warrants to purchase up to 2,027,027 shares of common stock at the same exercise price, exercisable for 18 months. The closing is expected on or about May 19, 2026, subject to customary conditions.
The company intends to use the net proceeds from the offering for working capital and general corporate purposes. A.G.P./Alliance Global Partners is acting as the sole placement agent. The securities are being offered in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. GeoVax has agreed to file a registration statement with the SEC covering the resale of the shares and underlying shares.
GeoVax is focused on vaccines and immunotherapies for infectious diseases and solid tumor cancers. Its lead program, GEO-MVA, is a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox, advancing under an expedited regulatory pathway with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. In oncology, the company is developing Gedeptin®, a gene-directed enzyme prodrug therapy designed to enhance immune checkpoint inhibitor activity, which has completed a Phase 1/2 trial in advanced head and neck cancer. Additionally, GeoVax is evaluating GEO-CM04S1, a next-generation COVID-19 vaccine candidate, in immunocompromised populations.
This financing provides GeoVax with additional capital to advance its pipeline amid ongoing clinical development. The company maintains a global intellectual property portfolio and continues to evaluate strategic partnerships and funding opportunities. For more information, visit www.geovax.com.
