GeoVax Labs: DRS filing

Cover page 43 changes

As Filed with the Securities and Exchange Commission on October 17, 2025

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83

As confidentially submitted to the Securities and Exchange Commission on November 25, 2025.

This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

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1900 1955 Lake Park Drive, Suite 380 , 300, Smyrna, , Georgia 30080, , ( (678) ) 384-7220 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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1900 1955 Lake Park Drive, Suite 380 300

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M. Ali Panjwani, Esq.

7 Times Square, New York

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This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 17, , 2025

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11,904,768 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 11,904,768 shares (the "September 2025 Warrant Shares") of our common stock, par value $0.001 per share (the "Common Stock"), issuable upon the exercise of that certain common stock purchase warrants (the "September 2025 Warrants") issued to certain institutional investors (the "Selling Stockholders") in connection with the private placement offering which occurred on September 30, 2025 (the "September 2025 Private Placement").

We will not receive any proceeds from the sale of the September 2025 Warrant Shares covered by this prospectus by the Selling Stockholders. All net proceeds from the sale of the September 2025 Warrant Shares covered by this prospectus will go to the Selling Stockholders. However, we will receive the proceeds from any cash exercise of the September 2025 Warrants. See "Use of Proceeds."

The Selling Stockholders may sell all or a portion of the September 2025 Warrant Shares covered by this prospectus from time to time in market transactions through any market on which shares of our Common Stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See "Plan of Distribution."

Each Unit Consisting of

One Share of Common Stock and

Warrants to Purchase One Share of Common Stock

Up to Shares of Common Stock Underlying the Warrants

This prospectus relates to a best efforts public offering of units (each a Unit and, collectively, the Units) at an assumed offering price of $ per Unit, each Unit consisting of one share of common stock, $0.001 par value per share (the Common Stock), of GeoVax Labs, Inc. (GeoVax, us, we or the Company) and warrants to purchase one share of Common Stock (each a Warrant and, collectively, the Warrants). Each warrant is immediately exercisable for one share of Common Stock at an exercise price of $ per share ( % of the price of each share of Common Stock sold in this offering) and will expire years from the date of issuance.

The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time to time upon exercise of the Warrants (the Warrant Shares) included in the Units a offered hereby. See "Description of Securities We Are Offering" in this prospectus for more information.

The Units will not be certificated and the shares of Common Stock and the warrants comprising such Units are immediately separable and will be issued separately in this offering.

Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC ("Nasdaq") under the symbol "GOVX." On October 15, , 2025, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.5967 $ per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

There is no established trading market for the Units or the Warrants and we do not expect a market to develop. We do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of such securities will be limited.

We are an "smaller reporting company" as defined under the federal securities laws and, under applicable Securities and Exchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements.

This prospectus may only be used where it is legal to offer and sell the shares covered by this prospectus. We have not taken any action to register or obtain permission for this offering or the distribution of this prospectus in any country other than the United States.

Public offering price

Placement agent fees (1)

Proceeds to us before offering expenses (2)

We have engaged Roth Capital Partners (the "placement agent") to act as placement agent for this offering, in exchange for a fee of % of the aggregate offering price of the Units sold in this offering. We have also agreed to reimburse the placement agent for certain expenses. For additional agent compensation information, see "Plan of Distribution" on page [__] of this prospectus.

We estimate the total expenses of this offering, including amounts reimbursed to the placement agent, will be approximately $ .

The placement agent expects to deliver the shares of Common Stock and Warrants to purchasers in this offering on or about , 2025.

Investing in our shares of Common Stock involves a high degree of risk. The risks are described in the " Risk Factors " section beginning on page 6 [__] of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these securities.

Neither the Securities and Exchange Commission ( " SEC " ) nor any other regulatory body state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Roth Capital Partners

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

DETERMINATION OF OFFERING PRICE

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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DIRECTOR COMPENSATION

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SELLING STOCKHOLDERS

DESCRIPTION OF SECURITIES WE ARE OFFERING

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

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About this prospectus 25 changes

This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC's website described below under the heading "Where You Can Find More Information."

Neither we nor the Selling Stockholders have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the Selling Stockholders take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We and the Selling Stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, references to "GeoVax," "we," "our," "us" or the "Company" in this prospectus mean GeoVax Labs, Inc. and its consolidated subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the Securities and Exchange Commission (SEC), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading "Where You Can Find More Information."

You should rely only on information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, before making any investment decision. Neither we nor the placement agent have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of the securities offered hereby means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell or the solicitation of an offer to buy the Securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates.

Neither We nor the Selling Stockholders are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must You are required to inform themselves yourself about, and to observe any restrictions relating to, the this offering of and the securities as to distribution of the this prospectus. outside of the United States.

We own or have rights to certain trademarks that we use in conjunction with the operations of our business. Each trademark, trade name, service mark or copyright of any other company appearing or incorporated by reference in this prospectus belongs to its holder. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this prospectus may appear with or without the "©", "®" or "™" symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies' trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus and in the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our ability to control or predict and that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Our forward-looking statements may include, among other things, statements about:

our ability to continue as a going concern and our history of losses;

our ability to obtain additional financing;

our use of the net proceeds from this offering;

our ability to prosecute, maintain or enforce our intellectual property rights;

the accuracy of our estimates regarding expenses, future revenues and capital requirements;

the implementation of our business model and strategic plans for our business and technology;

the successful development and regulatory approval of our technologies and products;

the potential markets for our products and our ability to serve those markets;

the rate and degree of market acceptance of our products and any future products;

our ability to retain key management personnel; and

regulatory developments and our compliance with applicable laws.

Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Actual events or results may differ materially. Readers are cautioned not to place undue reliance on forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

You should read the risk factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation, and we have no duty to update or revise any forward-looking statements after the date of this prospectus, whether as a result of actual results, new information, future events or otherwise, except as required by law.

Prospectus summary 11 changes

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Smaller Reporting Company

We are a "smaller reporting company" under the Exchange Act. We may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (i) the market value of our voting and non-voting equity held by non-affiliates, or our public float, is less than $250 million; or (ii) we have annual revenues less than $100 million and either we have no public float or our public float is less than $700 million. To the extent we continue to qualify as a smaller reporting company, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we file with the SEC. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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Summary of the Offering

11,904,768 shares of Common Stock by the Selling Stockholders, consisting entirely of shares of Common Stock issuable upon the exercise of the September 2025 Warrants.

Shares of common stock outstanding prior to this offering

We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we will receive the proceeds from any cash exercise of the September 2025 Warrants. See "Use of Proceeds."

Our common stock is listed on the Nasdaq under the symbol "GOVX".

Investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Before investing in our common stock, you should carefully read and consider the "Risk Factors" beginning on page 6 of this prospectus.

Unless otherwise indicated, the number of shares of our common stock outstanding prior to this offering is based on 29,705,360 shares of Common Stock outstanding as of October 17, 2025, and excludes as of such date:

40,027,849 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $0.70 per share; and ● 2,033,648 shares of Common Stock which are reserved for issuance under our Stock Incentive Plans, of which 1,138,948 shares of Common Stock are issuable upon exercise of outstanding options with a weighted-average exercise price of $5.48 per share.

We are incorporated under the laws of the State of Delaware. Our principal corporate offices are located at 1900 1955 Lake Park Drive, Suite 380, 300, Smyrna, Georgia 30080 (metropolitan Atlanta). Our telephone number is (678) 384-7220. The address of our website is www.geovax.com. Information contained on our website does not form a part of this prospectus.

Risk factors 15 changes

An investment in our securities involves a high degree of risk. Before making an investment decision, you should review and carefully consider the following risk factors as well as other information we include in this prospectus, including our financial statements and the related notes. Any of these factors could materially and adversely affect our business, financial condition, operating results and prospects and could negatively impact the market price of our Common Stock, and you may lose some or all of your investment. The risks and uncertainties described below are not the only ones facing our Company. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.

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As a research and development-focused company, we have had no product revenue to date and revenues from our government grants and other collaborations have not generated sufficient cash flows to cover operating expenses. Since our inception, we have incurred operating losses each year due to costs incurred in connection with research and development activities and general and administrative expenses associated with our operations. We incurred a net loss of approximately $10.7 $17.0 million for the six-month nine-month period ended June September 30, 2025 and $25 million for the year ended December 31, 2024. We expect to incur additional operating losses and expect cumulative losses to increase as our research and development, preclinical, clinical, and manufacturing efforts expand. Our ability to generate revenue and achieve profitability depends on our ability to successfully complete the development of our product candidates, conduct preclinical tests and clinical trials, obtain the necessary regulatory approvals, and manufacture and market or otherwise commercialize our products. Unless we are able to successfully meet these challenges, we will not be profitable and may not remain in business.

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We will need to raise additional funds to significantly advance our vaccine development programs and to continue our operations. In order to meet our operating cash flow needs we plan to seek sources of non-dilutive capital through government grant programs and clinical trial support. We may also plan additional offerings of our equity securities, debt, or convertible debt instruments. To the extent that we raise additional funds by issuance of equity securities, our stockholders would experience dilution, and debt financings, financing, if available, may involve restrictive covenants and substantial fixed payments or may otherwise further constrain our financial flexibility. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects.

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Risks Related to Our Common Stock Securities

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Risks Related to this Offering

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of Common Stock. As a result, investors in this offering will incur immediate dilution of $ per share, based on the assumed public offering price of $ per Unit. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See "Dilution" for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

There is no public market for the Units or the Warrants.

There is no established public trading market for the Units or the Warrants offered hereby, and we do not expect a market to develop. In addition, we do not intend to apply to list such securities on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active market, the liquidity of such securities will be limited.

The Warrants are speculative in nature.

The Warrants offered in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and pay an exercise price of % of the public offering price of the Units in this offering, prior to years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Moreover, following this offering, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the Warrants.

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively .

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures, and working capital. We may also use our net proceeds to acquire and invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value of our securities.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Use of proceeds 5 changes

We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. We expect that the Selling Stockholders will sell their shares of common stock as described under "Plan of Distribution."

We will receive proceeds from any cash exercise of the September 2025 Warrants and related issuance of shares of common stock. If the September 2025 Warrants is exercised for cash in full, the gross proceeds would be approximately $7.5 million. We intend to use the net proceeds from the exercise of the September 2025 Warrants, if any, for general corporate purposes and working capital.

Pending any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. We can make no assurances that any of the September 2025 Warrants will be exercised, or if exercised, that it will be exercised for cash, the quantity which will be exercised or in the period in which it will be exercised.

We estimate that our net proceeds from the sale of Units in this offering will be approximately $ , after deducting the estimated placement agent fees as well as estimated offering expenses payable by us. We will only receive additional proceeds from the exercise of the Warrants if such Warrants are exercised at the exercise price of $ per share and the holders of such Warrants pay the exercise price of such Warrants in cash. We intend to use the net proceeds from this offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures, and working capital.

The amounts and timing of our actual expenditures will depend upon numerous factors, including the status of our research and development efforts, the amount of proceeds actually raised in this offering and any cash generated by our operations. We, therefore, cannot predict the relative allocation of net proceeds that we receive in this offering and may allocate it differently than described above. As a result, management will have broad discretion over the deployment of the net proceeds from this offering.]

Capitalization 6 changes

The following table sets forth our capitalization as of June September 30, 2025:

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on an as adjusted basis to give effect to (i) the issuance and sale by us of 3,968,256 shares of Common Stock in the September 30, 2025 Registered Direct Offering after deducting commissions and offering expenses payable by us, and (ii) the issuance by us of 11,904,768 shares of Common Stock assuming the cash exercise of all September 2025 warrants at an exercise price of $0.63 per share.

on an as adjusted basis to give effect to the issuance and sale by us of Units in this offering at the assumed public offering price of $ per Unit, after deducting the estimated placement agent fees and estimate offering expenses payable by us.

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As of September 30, 2025

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The table and discussion above are based on 15,924,593 29,705,360 shares of Common Stock outstanding as of June September 30, 2025, and 31,797,617 shares as adjusted, and do not include, as of that date:

10,052,862 40,027,849 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $2.61 $0.70 per share ( shares with a weighted average exercise price of $ per share, as adjusted); and ● 1,138,948 shares of Common Stock issuable upon exercise of outstanding options under our Stock Incentive Plans, at an average exercise price of $5.48 per share.

Business 33 changes

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Our expenditures for research and development activities were $10.1 $15.1 million during the six-months nine-months ended June September 30, 2025 and $23.7 million and $20.7 million during the years ended December 31, 2024 and 2023, respectively. As our vaccines continue to go through the process to obtain regulatory approval, we expect our research and development costs to increase. We have not yet formulated any plans for marketing and sales of any vaccine candidate we may successfully develop. Compliance with environmental protection laws and regulations has not had a material effect on our capital expenditures, earnings or competitive position to date.

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Olivera J. Finn, PhD

Teresa Lambe, PhD, OBE, FMedSCi

Distinguished Professor of Immunology and Surgery, University of Pittsburgh Teresa Lambe, PhD, OBE, FMedSCi Calleva Head of Vaccine Immunology, Oxford Vaccine Group, University of Oxford Harriet L. Robinson, PhD Chief Scientific Officer Emeritus, GeoVax Scott C. Weaver, Alessandro Sette, Dr. Biol Sci Center for Infectious Disease and Vaccine Research, La Jolla Institute for Immunology Lance Turtle, PhD, Director, MBBS, FRCP, DTMH Chair in Immunity and Infectious Diseases, University of Texas Medical Branch Institute for Human Infections Liverpool / Royal Liverpool Hospital Thushan I. de Silva, PhD, MBBS, MRCP Professor of Infectious Diseases and Immunity Immunology, University of Sheffield Joshua A. Hill, MD, FIDSA Associate Professor, UW School of Medicine, Fred Hutchinson Cancer Center Human Capital Resources We currently have nineteen full-time employees. None of our employees are covered by collective bargaining agreements and we believe that our employee relations are good. We also engage consultants and independent contractors to fulfill key roles and/or provide expert services on both an ongoing and short-term basis.

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From time to time we may be a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings proceeding the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

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Our primary business is conducted by our wholly owned subsidiary, GeoVax, Inc., which was incorporated under the laws of Georgia in June 2001. Our address is 1900 1955 Lake Park Drive, Suite 300, Smyrna, Georgia 30080, and our telephone number at that address is 678-384-7220. The predecessor of our parent company, GeoVax Labs, Inc. (the reporting entity) was originally incorporated in June 1988 under the laws of Illinois as Dauphin Technology, Inc. (Dauphin). In September 2006, Dauphin completed a merger with GeoVax, Inc. As a result of the merger, GeoVax, Inc. became a wholly owned subsidiary of Dauphin, and Dauphin changed its name to GeoVax Labs, Inc. In June 2008, the Company was reincorporated under the laws of Delaware. We currently do not conduct any business other than GeoVax, Inc.'s business of developing new products for the treatment or prevention of human diseases. Our principal offices are in Smyrna, Georgia (metropolitan Atlanta).

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A second trial (NCT04639466) is assessing GEO-CM04S1 as a heterologous booster following primary mRNA vaccination. Interim results have shown statistically significant increases in neutralizing antibodies across multiple SARS-CoV-2 variants, including Omicron XBB 1.5. Full data readout is expected in the third quarter of 2025.

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Gedeptin has successfully completed a Phase 1/2 clinical trial (NCT03754933) in patients with advanced head and neck squamous cell carcinoma (HNSCC). This trial was funded in part by the FDA pursuant to its Orphan Products Clinical Trials Grants Program.

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Following scientific advice from the European Medicines Agency (EMA) in June May 2025, we intend to proceed directly to a Phase 3 trial, bypassing traditional Phase 1 and 2 studies, subject to final protocol and regulatory alignment. The Phase 3 study is expected to initiate in 2026.

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Manufacturing Platform – Continuous Avian Cell Line:

GeoVax is developing a continuous avian cell line manufacturing platform for production of its Modified Vaccinia Ankara (MVA)-based vaccines. This platform will enable scalable, high-yield production of vaccine candidates under current Good Manufacturing Practice (cGMP) conditions. A cGMP clinical drug substance batch has been successfully produced using this platform to support upcoming Phase 3 clinical trials of GEO-MVA. Unlike traditional egg-based production methods, continuous cell line manufacturing offers greater efficiency, reproducibility, and flexibility, supporting rapid response capabilities for emerging infectious diseases and biothreats. This approach is aligned with U.S. and international priorities for modernizing vaccine manufacturing and ensuring supply chain resilience.

Additional research and development activities continue for vaccine candidates targeting filoviruses (Ebola Zaire, Ebola Sudan, and Marburg) and Zika virus, as well as potential applications of the GEO-MVA and Gedeptin platforms in broader infectious disease and oncology indications ● Manufacturing Platform – Continuous Avian Cell Line:

GeoVax is developing a continuous avian cell line manufacturing platform for production of its Modified Vaccinia Ankara (MVA)-based vaccines. This platform will enable scalable, high-yield production of vaccine candidates under current Good Manufacturing Practice (cGMP) conditions. Thus far, initial process development steps in support of cGMP production of GEO-MVA in the continuous avian cell line have been achieved Unlike traditional egg-based production methods, continuous cell line manufacturing offers greater efficiency, reproducibility and flexibility, supporting rapid response capabilities for emerging infectious diseases and biothreats. This approach is aligned with U.S. and international priorities for modernizing vaccine manufacturing and ensuring supply chain resilience Financial Overview Revenue Our revenues to date have been related to government grants and contracts and other collaborative arrangements in support of our product development activities. We have not generated any revenue to date from the sale of the products we are developing. Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization.

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The following table summarizes our results of operations for years ended December 31, 2024 and 2023, and for the three-month and six-month nine-month periods ended June September 30, 2025 and 2024:

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Three Months Ended June Sep. 30,

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Six Months Ended June 30,

Nine Months Ended Sep. 30,

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During the three-month and six-month nine-month periods ended June September 30, 2025, we reported $852,282 $-0- and $2,489,145, respectively, of revenues associated with the ATI-RRPV Contract as compared to $300,677 $2,789,484 and $3,090,161 for the same periods in 2024. On April 11, 2025, we received the notice (discussed above) directing us to stop work on all of our efforts with respect to the ATI-RRPV Contract, which was subsequently formally terminated.

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For the three-month and six-month nine-month periods ended June September 30, 2025, research and development expenses increased decreased by $452,130 (10.6%) $2,359,380 (31.9%) and $1,380,990 (15.9%), $978,390 (6.1%), respectively, versus the comparable 2024 periods. The overall increase decrease during 2025 primarily relates to program-specific discontinued costs associated with termination of the ATI-RRPV Contract, Gedeptin and GEO-MVA, partially offset by as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs not covered by the ATI-RRPV Contract. The majority of the higher program costs relate to associated with the ATI-RRPV Contract GEO-CM04S1 and include Gedeptin programs. These lower costs of manufacturing materials for use in our clinical trials, analytical expenses, third-party contracted research were partially offset by higher personnel and consulting costs and manufacturing costs associated with the GEO-MVA development program. Research and development expenses for the three-month and six-month nine-month periods of 2025 include stock-based compensation expense of $130,323 and $260,639, $390,962, respectively, as compared to $51,170 $59,384 and $104,269, $163,653, respectively, for the comparable 2024 periods.

2 unchanged paragraphs

For the three-month and six-month nine-month periods ended June September 30, 2025, general and administrative expenses increased by $456,160 (42%) $88,535 (7.1%) and $686,252 (27%), $774,787 (20.5%), respectively, versus the comparable 2024 periods. The overall increase during 2025 relates primarily to higher personnel costs, investor relations consulting costs and other programmatic expenses, and stock-based compensation expense. General and administrative expenses for the three-month and six-month nine-month periods of 2025 include stock-based compensation expense of $162,417 $147,223 and $324,845, $472,068, respectively, as compared to $50,471 $70,538 and $155,107, $255,645, respectively, for the comparable periods of 2024.

1 unchanged paragraph

Interest income for the three-month and six-month nine-month periods ended June September 30, 2025 was $49,123 $54,301 and $96,642, $150,943, respectively, as compared to $5,471 $53,191 and $38,420, $91,611, respectively, for comparable periods of 2024. The overall increase during 2025 is attributable to the average cash balances available for investment. Interest expense for the three-month and six-month nine-month periods ended June September 30, 2024 was $7,292, $14,083 and $21,375, respectively, associated with certain notes payable issued during May 2024 and retired in August 2024. There was no interest expense during the 2025 periods.

1 unchanged paragraph

The following table summarizes our liquidity and capital resources as of June September 30, 2025 and December 31, 2024:

2 unchanged paragraphs

The following tables summarize our cash flows for the years ended December 31, 2024 and 2023, and the six-month nine-month periods ended June September 30, 2025 and 2024:

6 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Net increase (decrease) in cash and cash equivalents

1 unchanged paragraph

Net cash used in operating activities of $10,300,078 $16,512,193 for the six nine months ended June September 30, 2025, was primarily due to our net loss of $10,727,434, $17,046,348, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $7,624,778 $16,921,961 for the six nine months ended June September 30, 2024, was primarily due to our net loss of $10,914,174, $16,729,642, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.

1 unchanged paragraph

Net cash used in investing activities was $27,612 and $-0- $20,653 for the six-month nine-month periods ended June September 30, 2025 and 2024, respectively, and relates primarily to purchases of laboratory equipment.

1 unchanged paragraph

Net cash provided by financing activities was $7,914,611 $16,041,861 and $2,733,901 $19,082,548 for the six-month nine-month periods ended June September 30, 2025 and 2024, respectively. Net cash provided by financing activities for the 2025 period relates to net proceeds from issuance from offerings of our common stock and warrants. Net cash provided by financing activities for the 2024 each period relates to net proceeds from issuance of notes payable, offerings of our common stock and warrants and exercise of previously issued warrants.

4 unchanged paragraphs

During the first quarter of 2025, we closed a registered direct offering of our common stock and warrants, as well as sold shares of our common stock pursuant to the ATM Program. (see Note 5 to the financial statements included in this prospectus). Net proceeds to us from these offerings, after deducting commissions to the placement agent and sales agent, as applicable, and other related offering expenses, were approximately $7.9 million.

On July 2, 2025, we closed a public offering of our common stock and warrants. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.6 $5.5 million. During July 2025, we received an additional $130,000 upon the exercise of warrants.

On September 30, 2025, we closed a registered direct offering of our common stock and warrants. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $2.3 million. During the third quarter of 2025, we also sold shares of our common stock pursuant to the ATM Program for net proceeds of approximately $220,000.

As of the date of this prospectus, we believe that our existing cash and cash equivalents are sufficient to fund our operations into December 2025. January 2026. We plan to pursue additional cash resources through public or private equity or debt financings, financing, government grants/contracts, arrangements with strategic partners, or from other sources.

18 unchanged paragraphs

Management 2 changes

22 unchanged paragraphs

Mark J. Newman, Ph.D . Dr. Newman joined the Company as our Chief Scientific Officer on August 25, 2020 on a part-time basis, becoming a full-time employee effective March 1, 2022. Dr. Newman, who previously served the Company as vice president of research and development from 2010 to 2013, worked for the Company on a part-time basis until March 2022, at which time he became a full-time employee. Prior, he served senior management positions at PaxVax, Pharmexa A/S, Epimmune, Vaxcel, Apollon, and Cambridge Biotech. During his 30-year career he shepherded the development of experimental vaccine and adjuvant products through preclinical research and into Phase 1 & 2 clinical testing. He is widely published in peer review publications and holds 10 U.S. patents. He holds a dual B.Sc/M.Sc. degree in Agriculture and Pre-Veterinary Medicine from the Ohio State University and a his Ph.D. in Immunology at the John Curtin School for Medical Research, The Australian National University, Canberra.

11 unchanged paragraphs

The Board of Directors has determined that Directors Chase, Kollintzas, Lemerand, McNally, Morgan and Spencer are the members of our Board of Directors who are "independent," as that term is defined by Section 301(3)(B) of the Sarbanes-Oxley Act of 2002. The Board of Directors has also determined that these individuals meet the definition of "independent director" set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules and that Mr. Spencer is the qualified "financial expert" on the and Ms. Lemerond each qualify as an "audit committee financial expert" as defined by applicable SEC rules. As independent directors, these individuals serve as the members of our Audit Committee, our Compensation Committee, and our Nominating and Governance Committee. In making these determinations, the Board of Directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and any transactions involving them described in the section titled "Certain Relationships and Related Party Transactions."

Executive compensation 16 changes

25 unchanged paragraphs

DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation earned for service on our Board of Directors during the fiscal year ending December 31, 2024 by each individual who served as a director at any time during the fiscal year.

Compensation Earnings

John N. Spencer, Jr.

As discussed below under "Director Compensation Plan", directors who are employees of the Company receive no compensation for their service as directors. As President and CEO, Mr. Dodd therefore receives no compensation for his service as a director; his compensation for service as President and CEO is shown in the "Summary Compensation" table above.

Represents the grant date fair value of stock options granted on August 12, 2024 to each non-employee director for 8,050 shares with an exercise price of $2.17 per share, vesting over a one-year period.

The table below shows the aggregate number option awards and warrants outstanding for each non-employee director as of December 31, 2024. The table includes warrants issued to certain of our directors upon payment of deferred compensation occurring on September 29, 2020.

Aggregate Option Awards

and Warrants Outstanding

as of December 31, 2024

John N. Spencer, Jr.

Director Compensation Plan. In December 2021, the Board of Directors approved a recommendation from the Compensation Committee for director compensation, which we refer to as the "Director Compensation Plan." The Director Compensation Plan applies only to non-employee directors. Directors who are employees of the Company receive no compensation for their service as directors or as members of committees.

Cash Fees - Under the Director Compensation Plan, each non-employee director receives an annual retainer (paid quarterly) of $25,000 ($50,000 for a non-employee Chairperson) for service as a member of the Board. In the absence of a non-employee Chairperson of the Board, a non-employee director designated as the Lead Director (currently Dr. McNally) receives an annual cash retainer of $35,000. Each non-employee director also receives an annual retainer of $7,500 ($15,000 for the Chairperson) for service as a member of the Audit Committee, $5,000 ($10,000 for the Chairperson) for service as a member of the Compensation Committee, and $5,000 ($7,500 for the Chairperson) for service as a member of the Nominating and Corporate Governance Committee. No additional fees are paid for meetings attended.

Stock Option Grants - We currently do not have a formula for determining stock option grants to directors (upon their election to the Board of Directors, or otherwise). Such option grants are currently determined by the Board of Directors, upon recommendation by the Compensation Committee based on the Compensation Committee's annual deliberations and review of the director compensation structure of similar companies. At its meeting in December 2023, the Board of Directors determined to adjust the calendar cycle of all stock option grants to employees as well as the Board of Directors, such that no stock options were granted during 2023 and that annual grants would be considered during 2024; in August 2024, the Compensation Committee then approved an stock option grant of 8,050 shares to each of its non-employee members. At its meeting in December 2024, upon a recommendation of the Compensation Committee, the Board of Directors approved an annual stock option grant of 10,000 shares to each of its non-employee members for ongoing service as members of the Board of Directors; such grants were issued in January 2025.

Expense Reimbursement - All directors are reimbursed for expenses incurred in connection with attending meetings of the Board of Directors and committees.

Each of the 2020 Plan and 2023 Plan contains provisions that could lead to an accelerated vesting of options or other awards. In the event of certain change-in-control transactions described in such plans, (i) outstanding options or other awards may be assumed, converted or replaced; (ii) the successor corporation may substitute equivalent options or other awards or provide substantially similar consideration to the 2020 Plan or 2023 Plan, as applicable, participants as were provided to stockholders (after taking into account the existing provisions of the options or other awards); or (iii) the successor corporation may replace options or awards with substantially similar shares or other property. In the event the successor corporation (if any) refuses to assume or substitute options or other awards as described (i) the vesting of any or all options or awards granted pursuant to the 2020 Plan or 2023 Plan, as applicable, will accelerate upon the change-in-control transaction, and (ii) any or all options granted pursuant to the Plans will become exercisable in full prior to the consummation of the change-in-control transaction at such time and on such conditions as the Compensation Committee determines. If the options are not exercised prior to the consummation of the change-in-control transaction, they shall terminate at such time as determined by the Compensation Committee. Subject to any greater rights granted to 2020 Plan participants under the 2020 Plan or 2023 Plan participants under the 2023 Plan, as applicable, in the event of the occurrence of a change-in-control transaction any outstanding options or other awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets. If the Company had experienced a change-in-control event as described in each of the 2020 Plan and 2023 Plan on December 31, 2024, the value of accelerated options the Named Executive Officers, based on the difference between the closing price of our Common Stock on The Nasdaq Capital Market (the (Nasdaq) on December 31, 2024, and, if lower, the exercise price per share of each option for which vesting would be accelerated for each Named Executive Officer, would be an aggregate of $19,920.

Security ownership of principal stockholders, directors and officers 17 changes

Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of September 30, November 20, 2025 by (i) each principal stockholder, (ii) each director; (iii) each of the executive officers; and (iv) all executive officers and directors as a group. Other than Armistice and Intracoastal we do not know of any person who beneficially owns more than 5% of our Common Stock. as of September 30, 2025. Except as otherwise indicated in footnotes to this table or, where applicable, to the extent authority is shared by spouses under community property laws, to our knowledge, the holders listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

11 unchanged paragraphs

This table is based upon information supplied by officers and directors, and with respect to principal stockholders, any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC. Applicable percentage ownership is based on 29,705,360 shares of Common Stock outstanding as of September 30, November 20, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days after September 30, November 20, 2025 (subject to specified limits), at any time at the option of the holder, are deemed outstanding.

These shares are directly held by Armistice and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The number of shares beneficially owned includes (i) 1,605,688 shares of Common Stock issuable upon the exercise of common warrants issued in May 2024, (ii) 2,170,000 shares of Common Stock issuable upon the exercise of common warrants issued in July 2024, (iii) 2,675,610 shares of Common Stock issuable upon the exercise of common warrants issued in August 2024, (iv) 3,435,115 shares of Common Stock issuable upon the exercise of common warrants issued in March 2025, (v) 2,950,000 14,820,541 shares of Common Stock issuable upon the exercise of common warrants issued in July 2025, and (vi) 1,984,128 shares of Common Stock issuable upon the exercise of the September 2025 warrants, all of which are subject to beneficial ownership limitations that prohibit Armistice from exercising any portion of such a warrant that would result in Armistice owning a percentage of our outstanding Common Stock exceeding the ownership limitations contained within such instrument after giving effect to the issuance of Common Stock in connection with Armistice's exercise. The percentage of shares owned assumes the exercise of all warrants held by Armistice, up to the beneficial ownership limitations described above. The address of Armistice Capital Master Fund Ltd. is 510 Madison Avenue, 7th Floor, New York, NY 10022.

These shares are directly held by Intracoastal Capital LLC ("Intracoastal") and may be deemed to be indirectly beneficially owned by: (i) Mitchell P. Kopin, and (ii) Daniel B. Asher. The number of shares beneficially owned includes (i) 3,030,000 5,014,128 shares of Common Stock issuable upon the exercise of common warrants, issued in July 2025, and (ii) 1,984,128 shares of Common Stock issuable upon the exercise of the September 2025 Warrants, all of which are subject to beneficial ownership limitations that prohibit Intracoastal from exercising any portion of such a warrant that would result in Intracoastal owning a percentage of our outstanding Common Stock exceeding the ownership limitations contained within such instrument after giving effect to the issuance of Common Stock in connection with Intracoastal's exercise. The percentage of shares owned assumes the exercise of all warrants held by Intracoastal, up to the beneficial ownership limitations described above. The address of Intracoastal Capital, LLC is 2211A Lakeside Drive, Bannockburn, IL 60015. 245 Palm Trail, Delray Beach, FL 33483.

Except as otherwise indicated, the business address of each director and executive officer listed is c/o GeoVax Labs, Inc., 1900 1955 Lake Park Drive, Suite 380, 300, Smyrna, Georgia 30080.

Includes 2,441 shares of Common Stock and stock options to purchase 6,668 24,718 shares of Common Stock.

Includes 36,661 shares of Common Stock and stock options to purchase 36,178 115,233 shares of Common Stock.

Includes 800 shares of Common Stock and stock options to purchase 6,668 24,718 shares of Common Stock.

Includes stock options to purchase 3,334 21,384 shares of Common Stock.

Includes 3,494 shares of Common Stock and stock options to purchase 666 29,566 shares of Common Stock.

Includes 3,595 shares of Common Stock and stock options to purchase 6,668 24,718 shares of Common Stock.

Includes stock options to purchase 3,334 21,384 shares of Common Stock.

Includes stock options to purchase 5,698 39,281 shares of Common Stock.

Includes 14,013 shares of Common Stock and stock options to purchase 12,898 46,981 shares of Common Stock.

Includes 6,191 shares of Common Stock and stock options to purchase 2,666 35,900 shares of Common Stock.

Includes 11,402 21,402 shares of Common Stock and stock options to purchase 6,668 24,718 shares of Common Stock.

Includes 78,597 88,597 shares of Common Stock and stock options to purchase 91,446 408,601 shares of Common Stock.

Description of the securities 26 changes

We are offering up to Units at an assumed offering price of $ per Unit, each Unit consisting of (i) one share of our Common Stock and (ii) Warrants. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock included in the Units will be issued separately from the Warrants included in the Units. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Warrants offered hereby.

3 unchanged paragraphs

As of the date of this prospectus, Our authorized capital stock currently consists of 160,000,000 shares, which are divided into two classes consisting of 150,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.

As of October 17, November 20, 2025, there were 29,705,360 shares of Common Stock outstanding and no shares of preferred stock outstanding. As of that date, there were outstanding warrants to purchase 40,027,849 shares of Common Stock with a weighted average exercise price of $0.70 per share. An additional 2,033,648 shares of Common Stock are reserved for issuance under our Stock Incentive Plans, of which 1,138,948 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $5.48 per share.

1 unchanged paragraph

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 10005, telephone 800-937-5449.

1 unchanged paragraph

The September 2025 Warrants

Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and fix the number of shares constituting any such series, the voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including the dividend rights, dividend rate, terms of redemption (including sinking fund provisions), redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series, without any further vote or action by the stockholders. For example, the Board of Directors is authorized to issue preferred stock that would have the right to vote, separately or with any other stockholder of preferred stock, on any proposed amendment to our certificate of incorporation, or on any other proposed corporate action, including business combinations and other transactions. We will not offer preferred stock unless the offering is approved by a majority of our independent directors. The independent directors will have access, at our expense, to our counsel or independent counsel.

We will not offer preferred stock unless the offering is approved by a majority of our independent directors. The independent directors will have access, at our expense, to our counsel or independent counsel.

The following summary of certain terms and provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of Warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of Warrant.

1 unchanged paragraph

The Common Warrants will have an exercise price of $0.63 $ per share. The Common Warrants will be immediately exercisable and will be exercisable for five years from the date of issuance. The exercise price and number of shares of Common Stock issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of Common Stock. The Common Warrants will be issued separately from the common stock and may be transferred separately immediately thereafter. The Common Warrants will be issued in certificated form only.

The Warrants will be issued separately from the shares of Common Stock included in the Units offered hereby and the Warrants may be transferred separately immediately thereafter. For every one (1) share of Common Stock included in each Unit purchased in this offering, Warrants to purchase one (1) share of our Common Stock will be issued.

The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder's Warrants to the extent that the holder would own more than 4.99% 9.99% of our outstanding shares of Common Stock immediately after exercise, except that prior to the issuance of the Common Warrants, the holder may elect to increase the amount of ownership of outstanding shares of Common Stock after exercising the holder's Common Warrants up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants.

If at the time of exercise of the Common Warrant Warrants there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon exercise of the Common Warrant, Warrants, then the Common Warrants will only be exercisable on a "cashless exercise" basis under which the holder will receive upon such exercise a net number of common shares of Common Stock determined according to a formula set forth in the Common Warrants.

1 unchanged paragraph

In the event of any fundamental transaction, as described in the Common Warrants and generally including any merger with or into another entity (but excluding the potential Acquisition), sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our Common Stock, then upon any subsequent exercise of a Common Warrant, the holder will have the right to receive as alternative consideration, for each share of our Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of our Common Stock for which the Common Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Common Warrants have the right to require us or a successor entity to redeem the Common Warrants for cash in the amount of the Black-Scholes Value (as defined in each common warrant) of the unexercised portion of the Common Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.

However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the Common Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the common warrant that is being offered and paid to the holders of our Common Stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction. If the holders of our Common Stock are not offered or paid any consideration in such fundamental transaction, then such holders will be deemed to have received Common Stock.

In accordance with its terms and subject to applicable laws, a Common Warrant may be transferred at the option of the holder upon surrender of the Common Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).

No fractional shares of Common Stock will be issued upon the exercise of the Common Warrants. Rather, the number of shares of common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

There is no established trading market for the Common Warrants and we do not expect a market to develop. We do not intend to apply for a listing for the Common Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants will be limited.

Rights as a Shareholder Stockholder

Except as otherwise provided in the Common Warrants or by virtue of the holder's ownership of shares of our Common Stock, such holder of Common Warrants does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until such holder exercises such holder's Common Warrants. The Common Warrants will provide that the holders of the Common Warrants have the right to participate in distributions or dividends paid on our shares of Common Stock.

4 unchanged paragraphs

on or subsequent to the date the business combination is approved by the corporation's board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by (a) persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or on or subsequent to the date the business combination is approved by the corporation's board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

14 unchanged paragraphs

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In the event that a claims for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC, 48 Wall Street, New York, NY 10005, telephone (800) 468-9716.

Our common stock is listed on The Nasdaq Capital Market under the symbol "GOVX."

Plan of distribution 83 changes

Each Selling Stockholder and any of its respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. Each Selling Stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales;

in transactions through broker-dealers that agree with such Selling Stockholder to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by a Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from a Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, each Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. A Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. A Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

A Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by a Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, each Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by such Selling Stockholder or any other person. We will make copies of this prospectus available to a Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

We have entered into a placement agency agreement with Roth Capital Partners, LLC to act as the placement agent named below, with respect to the securities subject to this offering. The placement agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use its reasonable "best efforts" to arrange for the sale of such securities by us. Therefore, we may not sell all of the securities being offered pursuant to this prospectus. The securities will be offered at a fixed price and are expected to be issued in a single closing. We will enter into a securities purchase agreement directly with certain investors, at the investor's option, who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering. The placement agent may engage one or more subagents or selected dealers in connection with this offering.

We are offering on a "best efforts" basis up to Units, each consisting of one common share and warrants.

Each warrant will be exercisable for one common share. The exercise price of each warrant will equal the per Unit offering price hereunder, which we have assumed to be $ based on the closing price of our common shares rounded to the nearest whole cent on the Nasdaq Capital Market on , 2025. The warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised until the fifth anniversary of the date of issuance.

We have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the placement agency agreement, or to contribute to payments that the placement agent may be required to make in respect of those liabilities.

Determination of Offering Price

Our common stock is currently listed on The Nasdaq Capital Market under the symbol "GOVX." On , 2025, the reported closing price per share of our common stock was $ . The final public offering price will be determined between us and the representative, and may be at a discount to the current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. There is no established public trading market for the Warrants, and we do not expect such markets to develop. In addition, we do not intend to apply for a listing of the Warrants on any national securities exchange or other nationally recognized trading system.

Commissions and Expenses

We have agreed to pay the placement agent an aggregate fee equal to seven percent (7.0%) of the total gross proceeds from this offering. The following table shows the public offering price, placement agent fees and proceeds, before expenses, to us.

Public offering price

Placement agent fees

Proceeds to us, before expenses

The estimated offering expenses payable by us, exclusive of the placement agent fees, are approximately $ (including approximately $ which we have already paid and which have been excluded from the net proceeds we will receive from this offering described under " Use of Proceeds "), which includes our legal, accounting and printing costs and various other fees associated with registration and listing of our common stock. We have agreed to reimburse the placement agent for their reasonable out-of-pocket expenses incurred in the offering, including fees and disbursements of legal counsel to the representative, in an aggregate amount not to exceed $100,000.

There is no minimum amount of proceeds that is a condition to closing of this offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus.

Because this is a best efforts offering, the placement agent does not have an obligation to purchase any securities. This offering will terminate on , 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We expect that the offering will settle delivery versus payment ("DVP")/receipt versus payment ("RVP"). Accordingly, we and the placement agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We and each of our officers and directors have agreed with the placement agent to be subject to a lock-up period ending 90 days following the closing of this offering. During the lock-up period, we and such individuals and stockholders agreed, subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, common stock. Specifically, we and such individuals agreed, in part, subject to certain exceptions, not to:

offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of common stock or securities convertible into or exercisable or exchangeable for common stock;

enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock; or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of our securities.

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent acting as principal. Under these rules and regulations, the placement agent (i) may not engage in any stabilization activity in connection with our securities and (ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Certain Relationships

The placement agent and its affiliates have and may in the future provide, from time to time, investment banking and financial advisory services to us in the ordinary course of business, for which they may receive customary fees and commissions.

Electronic Prospectus

This prospectus may be made available in electronic format on internet sites or through other online services maintained by the placement agent or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. Other than this prospectus in electronic format, any information on the placement agent's or their affiliates' websites and any information contained in any other website maintained by the placement agent or any affiliate of the placement agent is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent and should not be relied upon by investors.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the placement agent that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the placement agent is not required to comply with the disclosure requirements of NI33-105 regarding placement agent conflicts of interest in connection with this offering.

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to "qualified domestic institutional investors."

European Economic Area - Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining our prior consent or any placement agent for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall require us to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2 and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d'investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), or ISA, nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be affected only in compliance with the Israeli securities laws and regulations.

The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB" pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 ("Decree No. 58"), other than:

to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 ("Regulation no. 1197l") as amended ("Qualified Investors"); and in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.

The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.

The shares of common stock offered hereby have not been offered or sold, and will not be offered or sold, directly or indirectly in New Zealand and no offering materials or advertisements have been or will be distributed in relation to any offer of shares in New Zealand, in each case other than:

to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;

to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares before the allotment of those shares (disregarding any amounts payable, or paid, out of money lent by the issuer or any associated person of the issuer); or in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or reenactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are "qualified investors" (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. We may not render services relating to the securities within the United Arab Emirates, including the receipt of applications and/or the allotment or redemption of such shares.

No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply us.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA"), pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the shares of common stock offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Dubai International Financial Centre ( " DIFC " )

and 3 more changes in the filing

Legal matters 1 change

The validity of the shares of Common Stock offered hereby will be passed upon for us by Womble Bond Dickinson (US) LLP. If the securities are distributed in an underwritten offering, Certain legal matters in connection with this offering will be passed upon for the underwriters placement agent by counsel identified in the applicable prospectus supplement. Pryor Cashman LLP, New York, New York.

Where you can find more information 7 changes

2 unchanged paragraphs

1900 1955 Lake Park Drive, Suite 380 300

3 unchanged paragraphs

All documents (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the effectiveness of the registration statement but prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

1 unchanged paragraph

INDEX CONSOLIDATED FINANCIAL STATEMENTS

2024 Audited Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to the financial statements 12 changes

135 unchanged paragraphs

Prepaid expenses and other current assets

9 unchanged paragraphs

Issued and outstanding shares – 15,924,593 29,705,360 and 10,536,875 at June September 30, 2025 and December 31, 2024, respectively 15,925 29,705 10,537 Additional paid-in capital 142,888,786 151,279,802 134,394,079 Accumulated deficit ( 140,083,515 ) (146,402,429 ) (129,356,081 ) Total stockholders' equity 2,821,196 4,907,078 5,048,535 Total liabilities and stockholders' equity $ 5,350,420 6,731,255 $ 8,155,867 See accompanying notes to condensed consolidated financial statements.

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

10 unchanged paragraphs

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (DEFICIT) (Unaudited) Three-Month and Six-Month Nine-Month Periods Ended June September 30, 2025 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2024 10,536,875 $ 10,537 $ 134,394,079 $ ( (129,356,081 ) $ 5,048,535 Sale of common stock and warrants for cash 3,302,603 3,302 7,911,100 - 7,914,402 Stock option expense - - 292,744 - 292,744 Net loss for the three months ended March 31, 2025 - - - ( (5,357,651 ) ( (5,357,651 ) Balance at March 31, 2025 13,839,478 13,839 142,597,923 ( (134,713,732 ) 7,898,030 Issuance of common stock upon warrant exercises 2,085,115 2,086 ( (1,877 ) - Stock option expense - - 292,740 - 292,740 Net loss for the three months ended June 30, 2025 - - - ( (5,369,783 ) ( (5,369,783 ) Balance at June 30, 2025 15,924,593 $ 15,925 $ 142,888,786 $ ( (140,083,515 ) $ 2,821,196 Sales of common stock and warrants for cash 13,540,767 13,540 7,957,710 - 7,971,250 Issuance of common stock upon warrant exercises 240,000 155,760 - 156,000 Stock option expense - - 277,546 - 277,546 Net loss for the three months ended September 30, 2025 - - - (6,318,914 ) (6,318,914 ) Balance at September 30, 2025 29,705,360 $ 29,705 $ 151,279,802 $ (146,402,429 ) $ 4,907,078 Three-Month and Six-Month Nine-Month Periods Ended June September 30, 2024 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity (Deficit) Balance at December 31, 2023 1,977,152 $ 1,977 $ 110,125,146 $ ( (104,363,785 ) $ 5,763,338 Issuance of common stock for services 6,703 37,493 - 37,500 Issuance of common stock upon warrant exercises 269,032 ( (269 ) - - Fractional share roundup following reverse split 55,422 ( (55 ) - - Stock option expense - - 103,569 - 103,569 Net loss for the three months ended March 31, 2024 - - - ( (5,850,132 ) ( (5,850,132 ) Balance at March 31, 2024 2,308,309 2,308 110,265,884 ( (110,213,917 ) $ 54,275 Sale of common stock and warrants for cash 220,000 1,209,318 - 1,209,538 Issuance of common stock upon warrant exercises 1,650,391 1,651 1,387,712 - 1,389,363 Stock option expense - - 101,640 - 101,640 Net loss for the three months ended June 30, 2024 - - - ( (5,064,042 ) ( (5,064,042 ) Balance at June 30, 2024 4,178,700 $ 4,179 $ 112,964,554 $ ( (115,277,959 ) $ ( (2,309,226 ) Sale of common stock and warrants for cash 2,741,463 2,742 15,518,135 - 15,520,877 Issuance of common stock upon warrant exercises 1,689,145 1,688 976,082 - 977,770 Stock option expense - - 129,923 - 129,923 Net loss for the three months ended September 30, 2024 - - - (5,815,468 ) (5,815,468 ) Balance at September 30, 2024 8,609,308 $ 8,609 $ 129,588,694 $ (121,093,427 ) $ 8,503,876 See accompanying notes to condensed consolidated financial statements.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

14 unchanged paragraphs

Repayment of notes payable – related parties

1 unchanged paragraph

Net proceeds from warrant exercise exercises

1 unchanged paragraph

Net increase (decrease) in cash and cash equivalents

3 unchanged paragraphs

During the six nine months ended June September 30, 2024, we issued 2,549 5,947 shares of common stock upon the cashless exercise of 4,000 8,000 warrants.

1 unchanged paragraph

Other Expenses of Issuance and Distribution 2 changes

The following table sets forth the fees costs and expenses payable by us in connection with the registration offer of the securities hereunder. Common Stock being registered. All amounts are estimates except the SEC registration fee and the Nasdaq listing fee.

3 unchanged paragraphs

Transfer agent and registrar fees and expenses

1 unchanged paragraph

Recent Sales of Unregistered Securities 5 changes

On January 14, 2022, we entered into a Securities Purchase Agreement with Armistice providing for the issuance and sale to Armistice of 47,166 shares of Common Stock, 157,333 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrant and 204,499 shares of Common Stock issuable upon the exercise of the Common Warrant. The Warrants are exercisable immediately and contain price adjustment provisions which may, under certain circumstances, reduce the applicable exercise price; the Pre-Funded Warrant shall terminate when fully exercised and the Common Warrant shall terminate on the fifth anniversary of the effective date of the Resale Registration Statement. The Private Placement closed on January 20, 2022. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D. Armistice acquired the shares for investment for its own account in a transaction that did not involve a general solicitation.

Effective as of May 1, 2022, we renewed our agreement with Content Carnivores, LLC for an additional one-year period. In connection with the renewal, in May 2022, we issued 4,567 shares of our Common Stock to Content Carnivores, LLC as a restricted stock award under our 2020 Stock Incentive Plan with a value at that date of approximately $72,000. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

On May 25, 2022, we entered into a Securities Purchase Agreement (the PIPE Securities Purchase Agreement) with Armistice providing for the issuance and sale to Armistice in a private placement offering of 606,061 shares of our Common Stock issuable upon exercise of a pre-funded warrant and a preferred investment option to purchase up to 606,061 shares of Common Stock. Concurrently with the entrance into the PIPE Securities Purchase Agreement, we entered into another Securities Purchase Agreement (the RD Securities Purchase Agreement) with Armistice providing for the issuance and sale to Armistice in a registered direct offering of 70,000 shares of our Common Stock, a pre-funded warrant to purchase up to 132,020 shares of our Common Stock and a preferred investment option to purchase up to 202,020 shares of Common Stock. Aggregate gross proceeds from the private placement and registered direct offerings to the Company were approximately $20.0 million. The Private Placement closed on May 27, 2022. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D. Armistice acquired the shares for investment for its own account in a transaction that did not involve a general solicitation.

Effective as of June 30, 2022, we entered into a Consulting Agreement and Subscription Agreement with Sully Entertainment Group LLC. In July 2022, pursuant to the agreement we issued 5,000 shares of our Common Stock to with Sully Entertainment Group LLC as a restricted stock award under our 2020 Stock Incentive Plan with a value at that date of approximately $60,750. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

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On September 30, 2025, the Company entered into a securities purchase agreement with purchasers party thereto in a private placement offering of up to 11,904,768 shares of our common stock issuable upon the exercise of those certain common warrants. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) thereof and Rule 506 of Regulation D.

Exhibits 6 changes

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Form of Stock Certificate representing the Company ' s Company's Common Stock, par value $0.001 per share (17) 4.2 Form of Common Stock Purchase Warrant, dated September 28, 2021 (10) 4.3 Form of Common Stock Purchase Warrant, dated May 21, 2024 (19) 4.4 Form of Common Stock Purchase Warrant, dated July 12, 2024 (21) 4.5 Form of Common Stock Purchase Warrant, dated August 21, 2024 (22) 4.6 Form of Common Stock Purchase Warrant, dated August 30, 2024 (23) 4.7 Form of Common Stock Purchase Warrant, dated March 25, 2025 (25) 4.8 Warrant Amendment Agreement, dated March 23, 2025 (25) 4.9 Form of Common Stock Purchase Warrant, dated July 2, 2025 (26) 4.10 Form of Common Stock Purchase Warrant, dated September 30, 2025 (27) 4.11** Form of Common Stock Purchase Warrant 5.1** * Opinion of Womble Bond Dickinson (US) LLP 10.1*** Employment Agreement between GeoVax Labs, Inc. and David A. Dodd (4) 10.2*** Employment Agreement between GeoVax, Inc. and Mark W. Reynolds (2) 10.2.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark W. Reynolds (3) 10.3*** Employment Agreement between GeoVax, Inc. and Mark J. Newman, PhD (12) 10.3.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (13) 10.4*** Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (15) 10.4.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (15) 10.5*** Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (13) 10.5.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (13) 10.6*** GeoVax Labs, Inc. 2020 Stock Incentive Plan (7) 10.6.1*** GeoVax Labs, Inc. 2023 Stock Incentive Plan (14) 10.6.2*** GeoVax Labs, Inc. 2025 Stock Incentive Plan (28) 10.7 Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (8) **** 10.8 Patent and Biological Materials License Agreement for Internal Research Use with the National Institute of Allergy and Infectious Diseases, dated November 25, 2020 (9) **** 10.9 Office and Laboratory Lease between UCB, Inc. and GeoVax, Inc. (6) 10.9.1 Amendment to Office Lease Agreement between UCB, Inc. and GeoVax, Inc. (15) 10.10 Summary of the GeoVax Labs, Inc. Director Compensation Plan (12) 10.11 Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (11) **** 10.12 License Agreement by and between GeoVax, Inc. and City of Hope, dated November 9, 2021 (11) **** 10.12.1 Amendment to License Agreement, dated April 11, 2023, between GeoVax, Inc. and City of Hope (16) **** 10.13 Securities Purchase Agreement, dated May 16, 2024 (19) 10.14 Securities Purchase Agreement, dated July 11, 2024 (21) 10.15 Securities Purchase Agreement, dated August 20, 2024 (22) 10.16 Securities Purchase Agreement, dated August 28, 2024 (23) 10.17 Securities Purchase Agreement, dated March 23, 2025 (25) 10.18 Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (24) 10.19 Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (25) 10.20 Placement Agency Agreement between the Company and Roth Capital Partners, LLC (26) 10.21 Placement Agency Agreement between the Company and Roth Capital Partners, LLC (27) 10.22 Securities Purchase Agreement, dated July 2, 2025 (26) 10.23 Securities Purchase Agreement, dated September 30, 2025 (27) 21.1 Subsidiaries of the Registrant (5) 23.1** Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344) 23.2** Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1) II-3 24.1 Power of Attorney (Included on the Signature Page of this Registration Statement on Form S-1).

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 107.1** Filing Fee Table Tables * Filed herewith.

To be filed by amendment.

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(b) Financial Statement Schedules.

Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2024 and 2023 is included in the accompanying prospectus on page F-17.

All other financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the Consolidated Financial Statements or the Notes thereto.

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The undersigned registrant hereby undertakes to:

To File, during any period in which it offers or sales are being made, sells securities, a post-effective amendment to this registration statement:

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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" or "Calculation of Registration Fee" table, as applicable, in the effective registration statement;

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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

Provided, however , that paragraphs (a)(1)(i), (a)(1)(ii) (1)(i), (1)(ii) and (a)(1)(iii) above (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and this the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) If the registrant is relying on Rule 430B, each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the SEC Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Smyrna, State of Georgia, on October 17, this day of , 2025.

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/s/ Mark W. Reynolds

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/s/ Dean G. Kollintzas

/s/ Robert T. McNally

/s/ John N. Spencer Jr.

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