GeoVax Raises $3 Million in Private Placement for Working Capital and General Corporate Purposes

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company focused on developing vaccines and immunotherapies, announced on May 18, 2026, that it has entered into a securities purchase agreement with existing institutional investors for a private placement financing. The transaction is expected to generate gross proceeds of approximately $3 million, before deducting placement agent fees and other offering expenses.

Under the terms of the agreement, GeoVax will issue and 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 offering is priced at-the-market under Nasdaq rules and is expected to close on or about May 19, 2026, subject to customary closing conditions.

The company intends to use the net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners is serving as the sole placement agent. The securities are being offered in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, and GeoVax has agreed to file a registration statement with the SEC covering the resale of the shares and underlying common stock.

This financing comes as GeoVax advances its pipeline, which includes GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. The company plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. In oncology, GeoVax is developing Gedeptin®, a gene-directed enzyme prodrug therapy for head and neck cancer, and GEO-CM04S1, a next-generation COVID-19 vaccine candidate for immunocompromised patients. The company’s broader pipeline also includes strategic partnerships and funding opportunities to support its development priorities.

The forward-looking statements in the press release highlight risks such as clinical trial outcomes, regulatory approvals, and capital requirements. GeoVax undertakes no obligation to update these statements except as required by law.

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