GeoVax Labs files S-1 registration statement

Cover page 50 changes

As filed with the Securities and Exchange Commission on September 17, 2026

Confidential Draft No. 2, as confidentially submitted to the Securities and Exchange Commission on October 27, 2026.

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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Tel: ( 678 ) 384-7220

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Darius R. Alam, Esq.

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Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, New Jersey 07712

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The information in this preliminary prospectus is not complete and may be changed. The selling stockholder 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 SEPTEMBER 17, , 2026

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This prospectus relates to the resale of up to an aggregate of 11,395,256 shares (the "August 2026 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 warrant (the "August 2026 Common Warrant") issued to a certain institutional investor (the "Selling Stockholder") in connection with the warrant exercise inducement which occurred on August 25, 2026 (the "August 2026 Warrant Inducement").

We will not receive any proceeds from the sale of the August 2026 Warrant Shares covered by this prospectus by the Selling Stockholder. All net proceeds from the sale of the August 2026 Warrant Shares covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the August 2026 Common Warrant. See "Use of Proceeds."

The Selling Stockholder may sell all or a portion of the August 2026 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."

11,395,256 Shares of Common Stock

Up to Pre-Funded Warrants to Purchase up to Shares of Common Stock

Up to Shares of Common Stock Underlying the Pre-Funded Warrants

We are offering shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of GeoVax Labs, Inc. ("GeoVax," "us," "we" or the "Company") in a firm commitment underwritten public offering. We are also offering pre-funded warrants to purchase up to shares of Common Stock (the "Pre-Funded Warrants") to those purchasers who elect to purchase Pre-Funded Warrants in lieu of Shares, as described below. The assumed public offering price is $ per Share, which is the last reported sale price of our Common Stock on The Nasdaq Capital Market ("Nasdaq") on , 2026, and $ per Pre-Funded Warrant, which is equal to the assumed public offering price per Share minus the $0.001 per share exercise price of each Pre-Funded Warrant.

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 Pre-Funded Warrants (the "Pre-Funded Warrant Shares") offered hereby. See "Description of Securities We Are Offering" in this prospectus for more information.

Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC ("Nasdaq") under the symbol "GOVX." On September 14, , 2026, the last reported sale price of our Common Stock on Nasdaq was $0.43 $ per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

The actual public offering price per Share and per Pre-Funded Warrant will be determined through negotiation between us and E.F. Hutton & Co., (the "Underwriter"), based on, among other factors, the trading of our Common Stock prior to this offering, 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 offering price.

We are also offering to those purchasers whose purchase of Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants in lieu of Shares. Each Pre-Funded Warrant is exercisable for one share of our Common Stock, has an exercise price of $0.001 per share, is immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant that we sell, the number of Shares we are offering will be reduced on a one-for-one basis.

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

E.F. Hutton & Co. is acting as sole book-running manager and sole underwriter in connection with this offering. The Underwriter has agreed to purchase the securities offered hereby on a firm commitment basis, subject to the terms and conditions of an underwriting agreement to be entered into between us and the Underwriter. The Underwriter is obligated to take and pay for all of the securities offered by this prospectus if any such securities are taken. See "Underwriting" for more information regarding these arrangements.

We have granted the Underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to additional Shares and/or Pre-Funded Warrants, representing 15% of the Shares and Pre-Funded Warrants sold in this offering, at the public offering price per Share or per Pre-Funded Warrant, as applicable, less the underwriting discount, solely to cover over-allotments, if any. If the Underwriter exercises this option in full, the total public offering price, underwriting discount and proceeds to us, before expenses, will be approximately $ , $ and $ , respectively. See "Underwriting."

The Shares and Pre-Funded Warrants offered hereby will be sold in a single closing. The Pre-Funded Warrant Shares will be issued upon the exercise of the Pre-Funded Warrants and will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").

We are a "smaller reporting company" as defined under the federal securities laws and, under applicable U.S. Securities and Exchange Commission ("SEC") 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 securities 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

Underwriting discounts and commissions (1)

Proceeds to us before offering expenses (2)

We have agreed to pay the Underwriter an underwriting discount equal to 4.0% of the gross proceeds of this offering. Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the Underwriter. See "Underwriting" for additional information regarding underwriter compensation.

The amount of proceeds to us, before expenses, does not give effect to any exercise of the Pre-Funded Warrants. We estimate the total expenses of this offering payable by us, excluding the underwriting discount, the non-accountable expense allowance and the reimbursement of the Underwriter's legal fees, will be approximately $ .

The Underwriter expects to deliver the Shares and Pre-Funded Warrants to purchasers in this offering on or about , 2026, subject to customary closing conditions.

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 8 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.

Sole Book-Running Manager

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

MARKET AND INDUSTRY DATA AND FORECASTS

DETERMINATION OF OFFERING PRICE

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

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PLAN OF DISTRIBUTION

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

DESCRIPTION OF SECURITIES WE ARE OFFERING

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

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INDEX TO FINANCIAL STATEMENTS

About this prospectus 8 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 Stockholder 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 Stockholder 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 Stockholder 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 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 Underwriter has 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 Stockholder 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 Underwriter has 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.

Prospectus summary 29 changes

The following summary highlights certain information contained elsewhere in this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information and the historical financial statements and the notes thereto included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled " Risk Factors. " You should also carefully read the exhibits to the registration statement of which this prospectus is a part.

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On August 25, 2026, the Company entered into a common stock warrant exercise inducement offer letter (the "Inducement Letter") with a certain holder (the "Holder") of existing warrants to purchase an aggregate of 5,697,628 shares of the Company's Common Stock with exercise prices ranging from $1.36 to $2.31 per share (the "Existing Warrants"), pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase an aggregate of 5,697,628 shares of the Company's Common Stock, at a reduced exercised price of $0.64 per share, in consideration for the Company's agreement to issue the August 2026 Common Warrant to purchase an aggregate of up to 11,395,256 shares of the Company's Common Stock. The August 2026 Common Warrant has an exercise price of $0.64 per share, is immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The net proceeds of the transaction, after deducting the financial advisor's fees and expenses and other offering expenses and excluding the net proceeds, if any, from the exercise of the August 2026 Common Warrant, were approximately $3,341,000.

Revolving Loan Agreement

On October 25, 2026, we entered into a Revolving Loan Agreement (the "Revolving Loan Agreement") with Bowery Consulting Group Inc. (the "Lender"). Under the Revolving Loan Agreement, we may request loans from time to time prior to the Maturity Date (as defined below) in an aggregate principal amount outstanding at any one time not to exceed $1,000,000. As of the date of this prospectus, we have not borrowed any amounts under the Revolving Loan Agreement and no principal is outstanding thereunder.

Loans under the Revolving Loan Agreement bear interest at a rate of 12% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day periods, with accrued interest payable on the Maturity Date. All outstanding loans and accrued interest are due on the first anniversary of the closing of the Revolving Loan Agreement (the "Maturity Date"), may be prepaid at any time without penalty and, subject to the conditions in the Revolving Loan Agreement, may be reborrowed, but no loans may be requested after the tenth business day preceding the Maturity Date. The Revolving Loan Agreement provides an uncommitted facility, which means that the Lender has no binding obligation or commitment to advance any loan and that any request by us to draw down, utilize or otherwise access any portion of the facility is subject to the Lender's sole and absolute discretion. The Lender may decline to approve or permit any drawdown, in whole or in part, for any reason or for no reason and without incurring any liability to us, and the reference to an aggregate principal amount of up to $1,000,000 does not constitute a commitment by the Lender to lend that or any other amount. Either we or the Lender may terminate the Loan Commitment at any time upon written notice to the other party; if no loans are then outstanding. Any approval by the Lender of a particular drawdown request will not obligate the Lender to approve any subsequent request or constitute a waiver of the Lender's rights under the Revolving Loan Agreement. Upon an event of default, the Lender may accelerate the Default Amount (as defined in the Revolving Loan Agreement), including interest at a default rate of 16% per annum. We may use the proceeds of loans for general corporate purposes, including to finance the expenses of a Qualified Public Equity Offering (as defined below).

On October 23, 2026, prior to the effectiveness of the Revolving Loan Agreement, five of our directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from our Board of Directors, and the remaining members of our Board of Directors (the "Remaining Directors") appointed three individuals designated by the Lender, Steven Brown, Tyler O'Brien and Manpreet Uppal (the "Lender Board Nominees"), as directors. These resignations were not a condition to the closing or effectiveness of the Revolving Loan Agreement, although the appointment of three Lender Board Nominees was a condition to the Lender's obligations under the Revolving Loan Agreement. Each Lender Board Nominee must qualify as an independent director under Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act, may not be an officer, employee or controlling person of the Lender or its affiliates, and may not receive compensation from the Lender or its affiliates in connection with his or her service, other than as disclosed in accordance with Nasdaq Listing Rule 5250(b)(3). The Lender Board Nominees constitute three of the five members of our Board of Directors and a majority of each of its committees. Until the earlier of Payment in Full (as defined in the Revolving Loan Agreement, which includes the termination of the Loan Commitment and the occurrence of the Maturity Date) and the automatic resignation of the Lender Board Nominees described below, we have agreed not to propose their removal, to nominate and recommend them for election at each meeting of stockholders at which directors are elected, and not to take any action that would reduce their proportionate representation on our Board of Directors or its committees. The Lender Board Nominees will not cease to serve as directors upon repayment of the loans. They will continue to serve on the same basis as our other directors unless they are deemed to have resigned under the Revolving Loan Agreement, which occurs only if the initial closing of a Qualified Public Equity Offering (as defined below) is not consummated within ten business days after the effectiveness of the related registration statement or the Required Additional Financing (as defined below) is not consummated on or before December 31, 2026 (subject to extension), and does not occur where the failure results from our breach of the Revolving Loan Agreement or our failure to obtain a required stockholder or Nasdaq approval. The Lender's right to designate replacements for the Lender Board Nominees survives Payment in Full and terminates only upon that automatic resignation. The Revolving Loan Agreement provides that neither these resignations and appointments nor any subsequent resignation of a Lender Board Nominee will constitute a "Change of Control Transaction" under the Revolving Loan Agreement. See "Certain Relationships and Related Person Transactions" and "Risk Factors—Risks Related to Our Business and Capital Requirements."

Under the Revolving Loan Agreement, we have agreed to use our reasonable best efforts to consummate, as soon as practicable, an underwritten or best efforts registered public offering of Common Stock and/or Common Stock equivalents for gross proceeds of at least $5,000,000 (a "Qualified Public Equity Offering"). We expect this offering, if completed for gross proceeds of at least $5,000,000, to constitute a Qualified Public Equity Offering. The Revolving Loan Agreement also contemplates one or more offerings that, together with the Qualified Public Equity Offering, result in aggregate gross proceeds of at least $10,000,000 (the "Required Additional Financing"). The Revolving Loan Agreement provides that each public equity offering will be separately authorized, structured and priced by a pricing committee of our Board of Directors, independently of any other offering and in compliance with Nasdaq Listing Rule 5635, and that nothing in the Revolving Loan Agreement commits us to issue any minimum amount of securities or constitutes a single plan of financing.

While any loan is outstanding, the Revolving Loan Agreement restricts us, without the Lender's consent, from, among other things, amending our organizational documents in a manner materially adverse to the Lender (other than to effect a reverse stock split, increase our authorized shares or maintain our Nasdaq listing), repurchasing equity securities above specified thresholds, incurring or prepaying indebtedness for borrowed money (other than specified permitted indebtedness), paying dividends, entering into material affiliate transactions not approved by a majority of our disinterested directors, and entering into, amending or increasing compensation or benefit arrangements with directors, officers, employees or consultants or hiring new officers or consultants. If we seek debt financing for borrowed money from another person, the Lender has a right of first refusal for ten days to provide that financing; the Revolving Loan Agreement does not restrict our offerings of equity securities.

Events of default under the Revolving Loan Agreement include payment defaults, removal of a Lender Board Nominee in breach of the Revolving Loan Agreement, covenant breaches (with an immediate default for breaches of the compensation covenant), cross-defaults on indebtedness exceeding $25,000, unsatisfied judgments of at least $25,000, bankruptcy events and any change of control or fundamental transaction unless the loans are repaid in full. We have also agreed to indemnify the Lender and its related parties for certain losses. The Revolving Loan Agreement is governed by New York law.

The foregoing description of the Revolving Loan Agreement is qualified in its entirety by reference to the Revolving Loan Agreement and the form of Revolving Note, which are filed as exhibits to the registration statement of which this prospectus forms a part.

August 2026 Warrant Exercise Inducement; Special Meeting

On August 25, 2026, we entered into a warrant exercise inducement letter with a holder of existing warrants to purchase 5,697,628 shares of Common Stock, pursuant to which the holder exercised such warrants in full for cash at a reduced exercise price of $0.64 per share (the "August 2026 Warrant Inducement") in consideration for our issuance of a new warrant to purchase up to 11,395,256 shares of Common Stock at an exercise price of $0.64 per share (the "August 2026 Warrant"), which is exercisable only following stockholder approval. Net proceeds were approximately $3,341,000. Because the issuance of all 5,697,628 shares at one time would have caused the holder to exceed the beneficial ownership limitation contained in its existing warrants, 857,000 of those shares remain held in abeyance and will be issued, without payment of any additional consideration to us, as and when the holder may receive them consistent with that limitation. We have called a special meeting of stockholders to be held on October 27, 2026 (the "Special Meeting") to approve (i) the issuance of the shares of Common Stock issuable upon exercise of the August 2026 Warrant and (ii) an amendment to our certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25, as determined by our Board of Directors.

Nasdaq Listing Matters

On July 7, 2026, we received notice from the Nasdaq Listing Qualifications Department that we did not comply with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1). On August 27, 2026, we received a Staff Determination Letter notifying us that Nasdaq had determined to delist our Common Stock because the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days and, because of our January 2026 reverse stock split, we were not eligible for a compliance period. We requested a hearing before the Nasdaq Hearings Panel, which stayed further action, and the hearing was held on October 13, 2026. There can be no assurance that the Panel will grant our request for continued listing or that we will regain compliance.

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Directors designated by the Lender under the Revolving Loan Agreement constitute a majority of our Board of Directors, and their interests may differ from those of our other stockholders.

The Revolving Loan Agreement contains restrictive covenants and a right of first refusal that may limit our operating and financial flexibility.

The Revolving Loan Agreement is an uncommitted facility, and the Lender has no obligation to fund any borrowing request we make.

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Our Common Stock currently is listed for quotation on Nasdaq. We are required to meet specified financial requirements in order to maintain such listing, including a requirement that the bid price for our Common Stock remain above $1.00, and that the market value of our publicly held securities be at least $1 million. In addition, on July 22, 2026, the SEC has recently approved Nasdaq's a new Nasdaq $5 million market value of listed securities requirement; the SEC's approval order was stayed on July 29, 2026 and the stay remains in effect pending the SEC's review of the rule.

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

11,395,256 shares of Common Stock by the Selling Stockholder, consisting entirely of shares of Common Stock issuable upon the exercise of the August 2026 Common Warrant.

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 Stockholder. All net proceeds from the sale of the shares of Common Stock covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the August 2026 Common Warrant. 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 10,102,871 shares of Common Stock outstanding as of September 14, 2026, and excludes as of such date:

2,964,000 shares of Common Stock held in abeyance from the August 2026 Warrant Inducement;

14,239,319 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted-average exercise price of $0.92 per share; and ● 331,342, shares of Common Stock which are reserved for issuance under our Stock Incentive Plans, of which 310,179 shares of Common Stock are issuable upon exercise of outstanding options with a weighted-average exercise price of $20.82 per share.

Risk factors 37 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, These disclosures reflect the Company ' s beliefs including our financial statements and opinions as to the related notes. Any of these factors that could materially and adversely affect the Company our business, financial condition, operating results and its securities in prospects and could negatively impact the future. 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 risks and uncertainties that we face. 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. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

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To date, we have financed our operations principally through the sale of our equity securities and through government grants and clinical trial support. We will require substantial additional financing at various intervals for our operations, including clinical trials, operating expenses, intellectual property protection and enforcement, for pursuit of regulatory approvals, and for establishing or contracting out manufacturing, marketing and sales functions. There is no assurance that such additional funding will be available on terms acceptable to us or at all. As of the date of this prospectus, we believe that our existing cash and cash equivalents, together with amounts available under the Revolving Loan Agreement (which are subject to the Lender's discretion), are sufficient to fund our operations into October December 2026. If we are not able to secure the significant funding that is required to maintain and continue our operations at current levels, or at levels that may be required in the future, we may be required to delay clinical studies or clinical trials, curtail operations, or obtain funds through collaborative arrangements that may require us to relinquish rights to some of our products or potential markets. These factors collectively raise substantial doubt about the Company's ability to continue as a going concern.

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Directors designated by the Lender under the Revolving Loan Agreement constitute a majority of our Board of Directors, and their interests may differ from those of our other stockholders.

Immediately prior to the effectiveness of the Revolving Loan Agreement, five of our directors resigned and the Remaining Directors appointed three Lender Board Nominees to our Board of Directors. Although the Lender Board Nominees are required to qualify as independent directors under Nasdaq rules and may not be officers, employees or controlling persons of the Lender, they were designated by a creditor of the Company and will participate in decisions regarding this offering, future financings, executive compensation, strategic transactions and the Revolving Loan Agreement itself. The Revolving Loan Agreement restricts our ability, without the Lender's consent, to propose the removal of, or fail to nominate, the Lender Board Nominees, or to increase the size of our Board of Directors or reconstitute its committees, until the earlier of Payment in Full (as defined in the Revolving Loan Agreement) and the automatic resignation of the Lender Board Nominees under the Revolving Loan Agreement. The Lender Board Nominees constitute three of our five directors and a majority of each committee of our Board of Directors. Their service as directors does not end upon repayment of the loans: they will continue to serve on the same basis as our other directors unless they are deemed to have resigned because specified financing milestones under the Revolving Loan Agreement are not met, and the Lender's right to designate their replacements survives Payment in Full. As a result, the Lender may be deemed to control us, and the practical ability of our stockholders to change the composition of our Board of Directors is limited. The interests of the Lender may not align with those of our other stockholders, and the composition of our Board of Directors could make it more difficult to maintain compliance with Nasdaq corporate governance requirements, including committee independence requirements.

The Revolving Loan Agreement contains restrictive covenants and a right of first refusal that may limit our operating and financial flexibility.

While any loan is outstanding, the Revolving Loan Agreement restricts our ability, without the Lender's consent, to incur or prepay other indebtedness for borrowed money, pay dividends, repurchase equity, enter into affiliate transactions not approved by our disinterested directors, and enter into, amend or increase compensation arrangements or hire new officers or consultants, and gives the Lender a ten-day right of first refusal on any debt financing we propose to obtain from another person. A breach of the compensation covenant would constitute an immediate event of default without notice or cure. Events of default also include, among others, cross-defaults on indebtedness exceeding $25,000, judgments of at least $25,000 and any change of control or fundamental transaction unless the loans are repaid. These restrictions could impair our ability to retain personnel, obtain alternative financing or pursue strategic transactions.

The Revolving Loan Agreement is an uncommitted facility, and the Lender has no obligation to fund any borrowing request we make.

Although the Revolving Loan Agreement permits us to request loans in an aggregate principal amount of up to $1,000,000 outstanding at any one time, it is an uncommitted facility. Any request by us to draw down, utilize or otherwise access any portion of the loan commitment is subject to the Lender's sole and absolute discretion, and the Lender is under no obligation to approve or permit any drawdown, whether in whole or in part. The Lender may withhold its consent for any reason or for no reason, and without incurring any liability to us, even if we are in compliance with all of our obligations under the Revolving Loan Agreement and all conditions to borrowing have been satisfied. In addition, if the Lender approves a particular drawdown request, that approval will not obligate the Lender to approve any subsequent request or constitute a waiver of any of the Lender's rights under the Revolving Loan Agreement. As a result, we cannot rely on any prior funding as an indication that future funding will be made available. As of the date of this prospectus, we have not borrowed any amounts under the Revolving Loan Agreement and no principal is outstanding thereunder.

Accordingly, you should not assume that any amount will be available to us under the Revolving Loan Agreement. We may be unable to obtain funding at the times, or in the amounts, we require, including to fund our clinical development programs, our general operating expenses or the expenses of this offering, and our expectations regarding the period into which our existing cash resources will fund our operations assume that amounts will be available to us under the Revolving Loan Agreement. If the Lender declines to fund any drawdown request, we would need to seek alternative financing, which may not be available on terms acceptable to us or at all, and we could be required to delay, scale back or discontinue our clinical studies or other operations. These circumstances would adversely affect our business, financial condition and prospects and could contribute to the substantial doubt about our ability to continue as a going concern.

80 unchanged paragraphs

There are currently 2,964,000 shares of our Common Stock held in abeyance and issuable following the August 2026 Warrant Inducement. We are also obligated to issue additional shares of our Common Stock in connection with our outstanding warrants if the warrant holders choose to exercise them. There are common warrants currently exercisable for approximately 14,239,319 shares with a weighted average exercise price of $0.92 per share. The exercise of these warrants will cause us to issue additional shares of our Common Stock and will dilute the percentage ownership of our stockholders.

In connection with the August 2026 Warrant Inducement, the exercising holder paid the reduced exercise price for all 5,697,628 shares of Common Stock underlying its existing warrants, but could not take delivery of all of those shares without exceeding the beneficial ownership limitation contained in those warrants. As a result, 857,000 of those shares remain held in abeyance and will be issued, without payment of any additional consideration to us, as and when the holder may receive them consistent with that limitation. Those shares are not included in the number of shares of our Common Stock outstanding, and their issuance will dilute the percentage ownership of our other stockholders without generating any additional proceeds to us. Separately, as consideration for that exercise, we issued the August 2026 Warrant to purchase up to 11,395,256 shares of Common Stock at an exercise price of $0.64 per share, which is exercisable only if our stockholders approve the issuance of those shares at the Special Meeting. The shares issuable upon exercise of the August 2026 Warrant are in addition to, and do not include, the shares held in abeyance. We are also obligated to issue additional shares of our Common Stock in connection with our other outstanding warrants if the warrant holders choose to exercise them. Including the August 2026 Warrant, we had outstanding common warrants to purchase 14,239,319 shares of Common Stock with a weighted average exercise price of $0.92 per share, of which warrants to purchase 2,844,063 shares were exercisable. The exercise of these warrants will cause us to issue additional shares of our Common Stock and will dilute the percentage ownership of our stockholders.

15 unchanged paragraphs

On July 7, 2026, the Company received a notice (the "July "Notice") from the Listing Qualifications Department of Nasdaq notifying the Company that it no longer complied with the Stockholders' Equity Requirement, because the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2026 did not meet the required minimum, and as of the date of the July Notice, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations. . In accordance with Nasdaq Listing Rules, the Company has submitted a plan to regain compliance to Nasdaq. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the July Notice to evidence compliance.

On August 27, 2026, the Company received a Staff Determination Letter (the "Letter") from the Listing Qualifications Department of Nasdaq notifying the Company that the Staff has determined to delist the Company's Common Stock from Nasdaq. As set forth in the Letter, the closing bid price of the Company's Common Stock was below the $1.00 per share minimum required for continued listing for the 30 consecutive business days from July 16, 2026 through August 26, 2026. Nasdaq determined that the Company does not comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. Because the Company effected a 1-for-25 reverse stock split on January 12, 9, 2026, Nasdaq further determined that the Company is not eligible for the customary 180-calendar day compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv), which applies when an issuer has effected a reverse stock split within the prior one-year period.

The Company has requested a hearing before the Nasdaq Hearings Panel, which has stayed any further actions and is currently scheduled to be action. The hearing was held on October 13, 2026, and the Hearings Panel has not yet issued its decision. The Company's Common Stock will remain listed and continue trading on Nasdaq during the appeal process and pending a final determination by the Hearings Panel. There can be no assurance that the Hearings Panel will grant the Company's request for continued listing, that the Company will ultimately regain compliance with all applicable Nasdaq listing requirements or that the Company's shares of Common Stock will remain listed on Nasdaq following the hearing.

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In addition to the foregoing, on July 22, 2026, the SEC approved a new Nasdaq listing requirement that would require each Nasdaq listed issuer to maintain a minimum market value of listed securities of at least $5 million. On July 29, 2026, the SEC's approval order was automatically stayed following the filing of notices of intention to petition for Commission review, and on September 11, 2026 the SEC granted review and continued the stay. On October 5, 2026, the SEC published a Nasdaq rule filing providing that, if the stay is lifted, the 30-business-day measurement period would begin on the business day after the stay ends. As of the date of this prospectus the rule is not in effect, and we cannot predict whether or when it will become effective. Under this new rule, if the value of an issuer's listed securities, as measured by each applicable trading day's closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuer's securities would immediately be delisted, with no compliance or cure period. This new rule also precludes an issuer's ability to seek a stay of delisting during any appeals process. The new rule (as amended by the SEC) allows Nasdaq hearings panels to reverse the delisting determination to situations where there was an error by Nasdaq staff or if the company satisfies all initial listing requirements. When the hearings panel review is of a deficiency related to continued listing requirements, generally the hearings panel has the discretion to grant a cure period not to exceed 180 days from the date of the Staff Delisting Determination for a company to regain compliance, and finding the company has regained compliance with all applicable listing requirements. Our Common Stock currently trades at levels that are near below the $5 million aggregate market value threshold under this Nasdaq continued listing rule. As such, our Common Stock could be subject to Nasdaq delisting proceedings based on the new rule.

If our Common Stock is delisted, we may seek to have our Common Stock quoted on an over-the-counter marketplace, such as on the OTCQX. The OTCQX is not a stock exchange, and if our Common Stock trades on the OTCQX rather than a securities exchange, there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our Common Stock, which may lead to lower trading prices for and trading volume of for our Common Stock.

8 unchanged paragraphs

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 Share. Investors will experience further dilution upon the exercise of the Pre-Funded Warrants and the issuance of the Pre-Funded Warrant Shares. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. In addition, the exercise of outstanding warrants, including the August 2026 Warrant at an exercise price of $0.64 per share if approved by our stockholders, and options would result in further dilution. 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 Pre-Funded Warrants.

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

The Pre-Funded Warrants are speculative in nature, and holders of the Pre-Funded Warrants will have no rights as common stockholders until they acquire our Common Stock.

The Pre-Funded 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. Commencing on the date of issuance, holders of the Pre-Funded Warrants may acquire the shares of Common Stock issuable upon exercise of such warrants at an exercise price of $0.001 per share.

The beneficial ownership limitation in the Pre-Funded Warrants may prevent exercise.

Under the terms of the Pre-Funded Warrants, a holder may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to the exercise, the holder (together with its affiliates) would beneficially own more than 4.99% (or, at the holder's election, 9.99%) of our outstanding Common Stock. As a result, a holder may be unable to exercise its Pre-Funded Warrants at a time when it would be financially beneficial to do so.

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 the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes. Decisions regarding the use of proceeds will be made by our Board of Directors, which includes the Lender Board Nominees. 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.

The net proceeds of this offering may not be sufficient to fund our planned operations, alleviate substantial doubt about our ability to continue as a going concern or regain compliance with Nasdaq listing requirements.

Although this is a firm commitment underwritten offering, the size of this offering is limited, and we expect that the net proceeds of this offering, together with our existing cash, will be sufficient to fund our operations only into the first quarter of 2027. The net proceeds of this offering will not be sufficient to fund the planned Phase 3 clinical trial of GEO-MVA through completion. In addition, as of June 30, 2026 our stockholders' equity was $1,760,701, below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1), and our continued listing is subject to the decision of the Nasdaq Hearings Panel. There can be no assurance that the proceeds of this offering will enable us to regain or sustain compliance with Nasdaq listing requirements or to alleviate the substantial doubt about our ability to continue as a going concern. We will need to raise substantial additional capital, which may not be available on acceptable terms or at all.

If we do not maintain a current and effective registration statement relating to the Common Stock issuable upon exercise of the Pre-Funded Warrants, holders will be able to exercise the Pre-Funded Warrants on a " cashless " basis.

If we do not maintain a current and effective registration statement relating to the Common Stock issuable upon exercise of the Pre-Funded Warrants, the Pre-Funded Warrants may be exercised by way of a "cashless" exercise, meaning that the holder would not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our Common Stock determined according to the formula set forth in the Pre-Funded Warrant. Because the exercise price of the Pre-Funded Warrants is nominal, we do not expect to receive any material additional proceeds upon their exercise.

A reverse stock split, if effected, may not increase the market price of our Common Stock sufficiently, or sustainably, to regain compliance with Nasdaq listing requirements, and may reduce liquidity.

Our stockholders will be asked at the Special Meeting to approve a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25. We effected a 1-for-15 reverse stock split in January 2024 and a 1-for-25 reverse stock split in January 2026, and Nasdaq rules limit the ability of an issuer that has effected reverse stock splits with a cumulative ratio of 1-for-250 or greater within a two-year period to obtain a compliance period. In addition, Nasdaq Listing Rule 5550(a)(4) requires that we maintain at least 500,000 publicly held shares; at a 1-for-25 ratio, the number of shares of Common Stock outstanding following the reverse stock split could be at or below that minimum unless additional shares are issued, including in this offering. Even if a reverse stock split is effected, the market price of our Common Stock may decline, the split may not result in a per share price that attracts investors, and the reduced number of shares outstanding may reduce trading liquidity.

This offering may be aggregated with other issuances for purposes of Nasdaq ' s stockholder approval rules.

Nasdaq Listing Rule 5635 requires stockholder approval for certain issuances of 20% or more of our outstanding Common Stock at a price below the applicable minimum price, other than in a public offering, and for issuances that result in a change of control. We have issued substantial amounts of Common Stock and warrants during 2026, including in connection with the August 2026 warrant inducement at $0.64 per share, and the Revolving Loan Agreement contemplates a Required Additional Financing of at least $10,000,000. Although we believe this offering will qualify as a public offering and the Revolving Loan Agreement provides that each offering will be separately authorized and priced, Nasdaq could aggregate this offering with other transactions or consider the Lender's board designation rights in assessing whether a change of control has occurred. Any such determination could require us to obtain stockholder approval, delay future financings or contribute to the delisting of our Common Stock.

Use of proceeds 6 changes

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

We will receive proceeds from any cash exercise of the August 2026 Common Warrant and related issuance of shares of Common Stock. If the August 2026 Common Warrant is exercised for cash in full, the gross proceeds would be approximately $7.3 million. We intend to use the net proceeds from the exercise of the August 2026 Common Warrant, 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 August 2026 Common Warrant 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 Shares in this offering will be approximately $ , based upon an assumed public offering price of $ per Share (which is the last reported sale price of our Common Stock on Nasdaq on , 2026), after deducting the underwriting discount and estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants and no exercise of the Underwriter's over-allotment option. We will receive only nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Each $ increase (decrease) in the assumed public offering price set forth above would increase (decrease) the net proceeds to us from this offering by $ , assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. Each Share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the net proceeds to us from this offering by $ , assuming that the assumed offering price for the offering remains as set forth above, and after deducting the underwriting discount and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to advance our product candidates, including the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes. We do not intend to use any of the net proceeds from this offering to repay amounts under the Revolving Loan Agreement, under which no amounts are outstanding as of the date of this prospectus. 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 11 changes

1 unchanged paragraph

on an actual basis; and

on an as adjusted basis to give effect to (i) the issuance and sale by us of 5,697,628 shares of Common Stock in the August 2026 Warrant Inducement after deducting commissions and offering expenses payable by us, and (ii) the issuance by us of 11,395,256 shares of Common Stock assuming the full cash exercise of the August 2026 Common Warrant at an exercise price of $0.64 per share.

on a pro forma basis to give effect to (i) the August 2026 Warrant Inducement, including the issuance of 4,840,628 of the 5,697,628 shares of Common Stock for which the reduced exercise price was paid and net proceeds of approximately $3,341,000, and (ii) the issuance of 857,000 shares of Common Stock held in abeyance in connection with the August 2026 Warrant Inducement, for which no additional consideration is payable to us; and on a pro forma as adjusted basis to give further effect to the issuance and sale by us of Shares in this offering at the assumed public offering price of $ per Share, after deducting the underwriting discount and estimated offering expenses payable by us, and assuming no sale of Pre-Funded Warrants which, if sold, would reduce the number of Shares that we are offering on a one-for-one basis.

2 unchanged paragraphs

Stockholder's equity:

Stockholders' equity:

2 unchanged paragraphs

Each $ increase (decrease) in the assumed public offering price of $ per Share (which is the last reported sale price of our Common Stock on Nasdaq on , 2026) would increase (decrease) the pro forma as adjusted amount of cash and cash equivalents, additional paid-in capital and total stockholders' equity by $ , assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants. Each Share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the pro forma as adjusted amount of cash and cash equivalents, additional paid-in capital and total stockholders' equity by $ , assuming no change in the public offering price set forth above, and after deducting the underwriting discount and estimated offering expenses payable by us.

The table and discussion above are based on 7,369,243 shares of Common Stock outstanding as of June 30, 2026 (13,066,871shares on a pro forma basis and 24,462,127 shares on a pro forma as adjusted basis), and do not include, as of that date:

8,541,959 shares of Common Stock issuable upon the exercise of outstanding common warrants with a weighted average exercise price of $1.88 per share (2,844,331 (2,844,063 shares with a weighted average exercise price of $2.74 per share, as adjusted); and ● 310,179 shares of Common Stock issuable upon exercise of outstanding options under our Stock Incentive Plans, at an average exercise price of $20.82 $2.04 per share, on a pro forma basis, excluding the August 2026 Warrant described below);

11,395,256 shares of Common Stock issuable upon exercise of the August 2026 Warrant at an exercise price of $0.64 per share, which is exercisable only following stockholder approval;

857,000 shares of Common Stock held in abeyance in connection with the August 2026 Warrant Inducement, for which the exercise price has already been paid and no additional consideration is payable (which shares are included in the pro forma and pro forma as adjusted share counts set forth above);

any shares of Common Stock issuable upon exercise of the Pre-Funded Warrants offered hereby; and ● 331,342 shares of Common Stock reserved for issuance under our Stock Incentive Plans, of which 310,179 shares are issuable upon exercise of outstanding options with a weighted-average exercise price of $20.82 per share.

Business 8 changes

1 unchanged paragraph

GeoVax's primary near-term strategic development priority is the advancement of GEO-MVA, a Modified Vaccinia Ankara (MVA) vaccine candidate for mpox, smallpox, and other poxviruses. GEO-MVA is being advanced on an expedited regulatory pathway in Europe and is intended to address a significant global supply constraint for orthopoxvirus vaccines. The Company believes GEO-MVA is well-positioned to support both civilian public health needs and broader preparedness and biodefense objectives. The advancement of GEO-MVA represents the Company's most near-term opportunity to achieve regulatory approval and potential commercialization. The program is advancing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the fourth quarter second half of 2026.

31 unchanged paragraphs

Our initial preclinical studies in rodents and nonhuman primate, evaluating our GEO-EM01-Z (Ebola-Zaire, EBOV) vaccine candidate, have shown significant levels of protection against lethal doses of EBOV. Recent studies in lethal challenge guinea pig models demonstrated that GeoVax vaccines GEO-EM01-S (Ebola Sudan, SUDV) and GEO-MM01 (Marburg virus, MARV) conferred 100% protection from death. These vaccine candidates were subsequently evaluated in a rigorous cynomolgus macaque infectious challenge model, where they demonstrated protection characterized and reduced viremia, reduced weight loss and decreased mortality following viral challenge. Evaluation of immune responses following vaccination demonstrated the presence of both neutralizing antibodies and functional T cells, indicating a broad immune response that may contribute to optimal protection. The nonhuman primate studies conducted in collaboration with the National Institute of Allergy and Infectious Diseases (NIAID) and the U.S. Department of War ("DoW") Defense (DoD) have been completed. Potential clinical development programs are under consideration. Further advancement of these programs will be dependent upon additional funding support via federal grants, corporate collaborations, or other sources.

62 unchanged paragraphs

Gedeptin License – On September 28, 2021, we entered into an Assignment and License Agreement (the (Gedeptin License) with PNP, under which the Company obtained exclusive worldwide rights to key intellectual property, including Gedeptin patents, know-how, regulatory filings, clinical materials, and trademarks. The Gedeptin patent portfolio was originally licensed from UAB and SRI by PNP. Under the terms of the Gedeptin License, the Company is the successor to PNP under the Exclusive License Agreement between UAB, SRI, and PNP, and has acquired the exclusive rights to develop and commercialize Gedeptin, a novel patented product for the treatment of solid tumors.

1 unchanged paragraph

NIH Licenses – On December 16, 2022, the Company entered into a Clinical Materials Transfer Agreement (the (MVA Vaccine Agreement) under which the Company has the right to develop and commercialize the unmodified (parental) MVA 1974/NIH Clone l strain as a vaccine against mpox and smallpox.

On November 25, 2020, the Company entered into a Patent and Biological Materials License Agreement for Internal Research Use (the (Research License) with HHS, as represented by NIAID, in support of the Company's non-clinical development of vaccines against numerous pathogens. The Research License allows GeoVax to use these materials and patent rights owned by agencies of the HHS in combination with the Company's proprietary technology for the creation of preventive and/or therapeutic MVA-VLP vaccines against Ebola-Zaire virus, Ebola-Sudan virus, Lassa virus, Marburg virus, Zika virus and malaria. The agreement also extends to the Company's research and development efforts in certain oncology areas. The agreement provides GeoVax with nonexclusive rights for the nonclinical development and manufacturing of its vaccine and immunotherapy candidates using HHS patents and materials.

On October 22, 2020, the Company entered into a Patent and Biological Materials License Agreement (the (COVID License) with HHS, as represented by NIAID, in support of the Company's development of a vaccine against SARS-CoV-2, the virus that causes COVID-19. The COVID License allows GeoVax to use these materials and patent rights owned by agencies of the HHS, in combination with the Company's proprietary technology, for the creation of a preventive MVA-VLP vaccine that primes and/or boosts the immune system against COVID-19. The COVID License provides GeoVax with nonexclusive rights to develop, manufacture and commercialize its COVID-19 vaccine and includes access to NIAID's patent rights in the stabilized S protein, which is the protein that SARS-CoV-2 uses to gain entry into human tissue. In December 2023, the COVID License was amended to expand GeoVax's commercial license to include mpox and smallpox as additional indications. In February 2026, the COVID License was further amended to expand GeoVax's commercial license to include all MVA vaccine constructs against SARS-CoV-2.

12 unchanged paragraphs

We currently have eighteen seventeen full-time and part-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.

1 unchanged paragraph

Our principal executive offices are located in Smyrna, Georgia, where we lease approximately 7,500 square feet of office space. Our lease for the premises is currently scheduled to terminate on October 31, 2028. We do not currently own any real property. We believe that our current facilities are adequate to meet our immediate needs and that if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms Legal Proceedings 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 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.

4 unchanged paragraphs

MD&A 7 changes

10 unchanged paragraphs

Gedeptin ® -- Gene-Directed Enzyme Prodrug Therapy (GDEPT):

1 unchanged paragraph

Planning activities are underway for a Phase 2 trial to evaluate the addition of intra-tumoral Gedeptin and intravenous fludarabine to recently approved neoadjuvant pembrolizumab as first-line treatment of patients with head and neck squamous cell carcinoma eligible for curative surgery. Trial initiation is targeted for initiation in late 2027.

The Gedeptin manufacturing platform has been upgraded to use the CAP Ad™ suspension cell line, optimal for adenovirus-based gene therapies, and is in late phase development and poised for manufacturing clinical trial material.

54 unchanged paragraphs

Our general and administrative expenses were $1,331,564 $1,334,564 and $2,700,982 for the three-month and six-month periods ended June 30, 2026, as compared to $1,542,190 and $3,229,635 for the comparable 2025 periods, representing decreases of 13.7% and 16.4%, respectively. The decrease during 2026 relates primarily to lower investor relations consulting and other programmatic costs and stock-based compensation expense. General and administrative expenses for the three-month and six-month periods of 2026 include stock-based compensation expense of $56,075 and $167,215, respectively; as compared to $162,417 and $324,845, respectively, for the comparable periods of 2025.

23 unchanged paragraphs

Net cash provided by financing activities was $7,253,505 for the six months ended June 30, 2026, and relates to offerings of our common stock and warrants. Net cash provided by financing activities was $7,914,402 $7,914,611 for the six months ended June 30, 2025, and relates to offerings of our common stock and warrants.

13 unchanged paragraphs

On October 25, 2026, we entered into the Revolving Loan Agreement with the Lender, which provides for loans in an aggregate principal amount outstanding at any time of up to $1,000,000, bearing interest at 12% per annum and maturing on the first anniversary of the closing. As of the date of this prospectus, we have not borrowed any amounts under the Revolving Loan Agreement and no amounts are outstanding thereunder. See "Prospectus Summary—Recent Developments—Revolving Loan Agreement."

As of the date of this prospectus, we believe that our existing cash and cash equivalents, together with amounts available under the Revolving Loan Agreement (which are subject to the Lender's discretion), are sufficient to fund our operations into October December 2026, and that the net proceeds of this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operations into the first quarter of 2027. We plan to pursue additional cash resources through public or private equity or debt financings, including the Required Additional Financing contemplated by the Revolving Loan Agreement, government grants/contracts, arrangements with strategic partners, or from other sources.

18 unchanged paragraphs

Management 62 changes

6 unchanged paragraphs

Independent Director

Dean G. Kollintzas (2)(3)

Independent Director

Nicole Lemerond (1)(3)

Randal D. Chase, Robert T. McNally Ph.D. (1)(2)(3)

1 unchanged paragraph

Robert T. McNally Ph.D. (1)(2)

1 unchanged paragraph

Jayne Morgan, M.D. (2)

Tyler O'Brien (2)(3)

1 unchanged paragraph

John N. Spencer, Jr. (1)(3)

Manpreet Uppal (1)(3)

9 unchanged paragraphs

Randal D. Chase, Ph.D. Dr. Chase joined the Board of Directors in March 2015. Dr. Chase is an experienced pharmaceutical and biotechnology executive who currently serves as a business advisor and consultant to companies in the life science sector. From February 2017 to April 2018, Dr. Chase was President and Chief Executive Officer of Advanced Proteome Therapeutics Corporation, a publicly-held biopharmaceutical company; he served as a member of that company's board of directors from 2015 to April 2018. He served as Chairman of the Board for Medicago, Inc. until its sale to Mitsubishi Tanabe Pharma Corporation in 2013. From 2006 to 2011, he served as President and Chief Executive Officer of Immunovaccine, Inc., a clinical-stage biotechnology company developing vaccines against cancer and infectious diseases. Dr. Chase is also a former president of Shire Biologics, North American Vaccine, Pasteur Merieux Connaught, and Quadra Logic Technologies, Inc. His early career was at Bristol Myers and Glaxo Pharmaceuticals. Dr. Chase holds a Bachelor of Sciences degree in biochemistry from Bishop's University and a Ph.D. in biochemistry from the University of British Columbia. Dr. Chase completed a post-doctoral fellowship at the McArdle Cancer Institute of the University of Wisconsin. He also attended the Senior Executive Program of the London Business School in the United Kingdom. The Board of Directors has concluded that Dr. Chase should serve on the Board of Directors due to his extensive leadership experience in the pharmaceutical industry, and the vaccine industry in particular.

Dean G. Kollintzas. Mr. Kollintzas joined the Board of Directors in September 2006. Since 2001 Mr. Kollintzas has been an intellectual property attorney specializing in biotechnology and pharmaceutical licensing, FDA regulation, and corporate/international transactions. He is a member of the Wisconsin and American Bar Associations. Since 2004, Mr. Kollintzas has been in private practice. In 2014, he founded Procare Clinical, LLC, a clinical trial management company headquartered in Naperville, IL. Mr. Kollintzas holds a microbiology degree from the University of Illinois and a J.D. from the University of New Hampshire School of Law. The Board of Directors has concluded that Mr. Kollintzas should serve on the Board of Directors due to his experience with intellectual property matters, biotechnology and pharmaceutical licensing, and FDA regulation.

Nicole Lemerond. Ms. Lemerond joined the Board of Directors in August 2022. Ms. Lemerond is a public company board director and financial executive with over 25 years of experience in investment management, private equity, investment banking, mergers/acquisitions, and leveraged finance. She also serves as a director for MediciNova, Inc. and InMed Pharmaceuticals, Inc., where she chairs the Compensation Committees and serves on the Audit Committees. Most recently, Ms. Lemerond served as Managing Partner of NV Capital from February 2010 to August 2022. Prior to that she worked for The Carlyle Group and Lehman Brothers. She has significant corporate governance experience and during her tenure as a board member, she has advised companies and management teams on multiple equity financings and capital raises, various business development opportunities and the hiring / onboarding of new c-suite executives and auditors. Ms. Lemerond has had significant experience in many different facets of finance throughout her career, working with both public and private company management teams and boards to increase stakeholder value. She has led diligence on and executed M&A, Reg D and leveraged finance transactions, totaling over $3 billion while at Lehman Brothers and The Carlyle Group. In addition, she established and led healthcare groups at leading investment firms in the process, raising over $1 billion of capital from institutional investors for these investment funds. Ms. Lemerond holds a Bachelor of Science degree from Cornell University and is a CFA Charterholder. The Board of Directors has concluded that Ms. Lemerond should serve on the Board of Directors due to her extensive experience in investment management and her experience working with management teams to increase stakeholder value.

Robert T. McNally, Ph.D . Dr. McNally joined the Board of Directors in December 2006 and was appointed as our President and Chief Executive Officer effective April 1, 2008, a position he held until his retirement in September 2018. From 2000 to March 2008, Dr. McNally served as Chief Executive Officer of Cell Dynamics LLC, a cGMP laboratory services company. Previously, Dr. McNally was a co-founder and Senior Vice President of Clinical Research for CryoLife, Inc., a pioneering company in transplantable human tissues. He has over 35 years of experience in academic and corporate clinical investigations, management, research, business, quality and regulatory affairs. Dr. McNally is a Fellow of the American Institute for Medical and Biological Engineering, served on the advisory boards of the Petit Institute for Bioengineering and Dupree College of Management at the Georgia Institute of Technology, and is a former Chairman of Georgia Bio, a state trade association. Dr. McNally holds a Bachelor of Science in engineering from Villanova University and his Ph.D. in biomedical engineering from the University of Pennsylvania. The Board of Directors has concluded that Dr. McNally should serve on its Board of Directors by virtue of his prior business and scientific experience, including his experience as Chief Executive Officer of Cell Dynamics, LLC and as Senior Vice President of Clinical Research for CryoLife, Inc., and due to his involvement with the Company as its former President and Chief Executive Officer.

Jayne Morgan, M.D. Dr. Morgan joined the Board of Directors in December 2022. She is a Cardiologist and since August 2024 has served as Vice President of Medical Affairs for Hello Heart, where she has a focus on Women's Health and AI. From 2015 to 2024, Dr. Morgan served at the Piedmont Healthcare Corporation (most recently as Executive Director of Health and Community Education) where she led initiatives on health literacy and served on the COVID Task Force. She has published multiple studies on cardiology and COVID-19 and is a recognized medical expert for CNN and Scripps News. Previously she served as the Chief Medical Officer of the American Chemistry Council, Global Director of the Cardiorenal Division of Solvay Pharmaceuticals, Assistant Professor of Medicine at the Cleveland Clinic, and the first African American President of the Southeast Life Sciences Association. Dr. Morgan created the educational video series "The Stairwell Chronicles" which provides up-to-date medical and scientific information in an easily understandable format. She is also the host of the new women's health talk show, HealthyHer, which debuted in November 2024. Dr. Morgan completed her B.S. degree at Spelman College, Medical Degree at Michigan State University, Internal Medicine Residency at George Washington University and her Cardiology and Pacemaker Fellowships at Mount Sinai Medical Center. She currently holds an appointment as Adjunct Associate Professor of Medicine at The Morehouse School of Medicine. The Board of Directors has concluded that Dr. Morgan should serve on the Board of Directors due to her medical background and experience.

John N. (Jack) Spencer, Jr., CPA. Mr. Spencer joined the Board of Directors in September 2006. Mr. Spencer is a certified public accountant and was a partner of Ernst & Young LLP where he spent more than 38 years until he retired in 2000. Mr. Spencer holds a Bachelor of Science degree from Syracuse University, and MBA from Babson College. He also attended the Harvard Business School Advanced Management Program. The Board of Directors has concluded that Mr. Spencer should serve on the Board of Directors by virtue of his experience at Ernst & Young LLP where he was the partner in charge of that firm's life sciences practice for the southeastern United States, and his clients included a large number of publicly-owned and privately-held medical technology companies.

Steven Brown. Steven Brown has served as a director of BioRestorative Therapies, Inc. (Nasdaq: BRTX), a clinical-stage regenerative medicine company developing stem cell-based therapies, since July 14, 2026, and currently serves as Chairman of its Board of Directors and Chair of its Audit Committee. Since May 2024, Mr. Brown has served as Channel Manager, North America, of Boyum IT Solutions, a global provider of software solutions that extend enterprise resource planning systems, where he leads strategic alliances with SAP, Microsoft and ERP reseller networks. Since 2023, he has also served as an independent strategic advisor to wholesale distribution and enterprise manufacturing companies on business planning, partnerships and digital transformation. From January 2019 to May 2024, Mr. Brown served in roles of increasing responsibility at Sana Commerce, a B2B e-commerce software company, including as Partner Manager (July 2023 to May 2024), Senior Business Consultant, North America (January 2021 to July 2023) and Business Consultant (January 2019 to January 2021), with responsibility for strategic partnerships, business development and advising organizations on technology strategy within the Microsoft and SAP ecosystems. From May 2017 to December 2018, he was a Sales Executive at Professional Sports Publications, a sports publishing and advertising company. Mr. Brown holds a Bachelor's degree in Interdisciplinary Studies (Business Administration) from Fairleigh Dickinson University.

Mr. Brown was designated for appointment to the Board by Bowery Consulting Group Inc. pursuant to the Revolving Loan Agreement. There are no family relationships between Mr. Brown and any of our directors or executive officers, and no transactions involving Mr. Brown that would require disclosure under Item 404(a) of Regulation S-K. The Board believes Mr. Brown's experience in technology strategy, strategic alliances and business development qualifies him to serve as a director.

Tyler O ' Brien. Tyler O'Brien has served since October 2020 as Managing Partner of Top Tier LLC (doing business as Top Tier Holdings), a privately held commercial real estate investment firm based in South Florida that he co-founded. In that role, Mr. O'Brien is responsible for evaluating investment opportunities, structuring and negotiating transactions, capital allocation, risk management and oversight of the strategic and financial performance of the firm's investments.

Mr. O'Brien was designated for appointment to the Board by Bowery Consulting Group Inc. pursuant to the Revolving Loan Agreement. There are no family relationships between Mr. O'Brien and any of our directors or executive officers, and no transactions involving Mr. O'Brien that would require disclosure under Item 404(a) of Regulation S-K. The Board believes Mr. O'Brien's experience in financial analysis, strategic planning, capital allocation, business development and transaction execution, including his experience working with business owners, investors and operators in connection with commercial real estate and related business transactions, qualifies him to serve as a director.

Manpreet Uppal. Manpreet (Mike) Uppal has served as a member of the Board of Directors of GridAI Technologies Corp. (Nasdaq: GRDX) (formerly Entero Therapeutics, Inc.) since February 2025, serving on the Audit Committee (as financial expert), Compensation Committee, and Nominating and Corporate Governance Committee. In this role, Mr. Uppal provides independent oversight of audit, compensation, and governance functions. Since 2021, Mr. Uppal has operated Mike Uppal Personal Real Estate Corporation and has practiced as a licensed realtor with the Fraser Valley Real Estate Board, having spent the majority of his career with Sutton Group before joining Century 21 Coastal Realty in May 2026. Since approximately 2012, Mr. Uppal has also been active in the capital markets, with experience in both private and public market investments and financing transactions.

Mr. Uppal was designated for appointment to the Board by Bowery Consulting Group Inc. pursuant to the Revolving Loan Agreement. There are no family relationships between Mr. Uppal and any of our directors or executive officers, and no transactions involving Mr. Uppal that would require disclosure under Item 404(a) of Regulation S-K. The Board believes Mr. Uppal's public company board experience qualifies him to serve as a director.

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Arrangements Regarding the Selection of Directors

Steven Brown, Tyler O'Brien and Manpreet Uppal were appointed to our Board of Directors pursuant to the Revolving Loan Agreement, under which the Lender has the right to designate the Lender Board Nominees and their replacements, subject to approval by our independent directors or a nominating committee composed solely of independent directors in accordance with Nasdaq Listing Rule 5605(e). The Lender's right to designate replacements terminates upon the resignation of the Lender Board Nominees under the automatic resignation provisions of the Revolving Loan Agreement, and does not terminate upon Payment in Full. The Lender Board Nominees constitute three of our five directors and a majority of each committee of our Board of Directors, and their service as directors does not end upon repayment of the loans. Until the earlier of Payment in Full (as defined in the Revolving Loan Agreement) and the automatic resignation of the Lender Board Nominees under the Revolving Loan Agreement, we have agreed not to propose their removal, to nominate and recommend them for election at each meeting of stockholders at which directors are elected, and not to take actions that would reduce their proportionate representation on our Board of Directors or its committees. Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr. resigned from our Board of Directors effective October 23, 2026, prior to the effectiveness of the Revolving Loan Agreement, and not as a condition to the closing of the Revolving Loan Agreement (although the appointment of three Lender Board Nominees was a condition to the Lender's obligations under the Revolving Loan Agreement) or as a result of any disagreement with us on any matter relating to our operations, policies or practices. Other than the Revolving Loan Agreement, there is no arrangement or understanding between any Lender Board Nominee and any other person pursuant to which he or she was selected as a director.

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EXECUTIVE COMPENSATION

The following tables and disclosures set forth the compensation and certain other information with respect to: (1) our principal executive officer; and (2) our two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers as of December 31, 2025. We refer to these officers as our "Named Executive Officers."

Summary Compensation Table

The following table sets forth information concerning the total employee compensation earned during 2025 and 2024 by our Named Executive Officers.

Chief Medical Officer

Chief Scientific Officer

Represents the grant date fair value of the stock options for financial statement reporting purposes. See footnotes 2 and 6 to our consolidated financial statements for the year ended December 31, 2025 for a discussion of the assumptions made and methods used for determining stock compensation values.

Represents the grant date fair value for stock options granted on January 2, 2025 for 7,420 shares with an exercise price of $62.00 per share, vesting over a three-year period.

Represents the grant date fair value for stock options granted on January 2, 2025 for 2,800 shares with an exercise price of $62.00 per share, vesting over a three-year period.

Represents the grant date fair value for stock options granted on August 12, 2024 for 1,400 shares with an exercise price of $54.25 per share, vesting over a three-year period.

Represents the grant date fair value for stock options granted on August 12, 2024 for 628 shares with an exercise price of $54.25 per share, vesting over a three-year period (6) Represents employer matching contributions to the Company's 401(k) retirement plan.

Employment Agreements

David A. Dodd . Mr. Dodd serves as our President and Chief Executive Officer under an employment agreement dated September 1, 2018. The employment agreement has no specified term. The employment agreement provides for an annual base salary to Mr. Dodd (currently $399,500), subject to periodic increases as determined by the Board. Mr. Dodd is also eligible for an annual bonus, as determined by the Board. Mr. Dodd is eligible for annual grants of awards from our equity incentive plans as determined by the Board. Mr. Dodd also is eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees.

Our employment agreement with Mr. Dodd provides that we will pay severance compensation to Mr. Dodd in the event his employment is terminated by the Company without cause or by Mr. Dodd with good reason (as defined in the agreement). If we terminate Mr. Dodd's employment not for cause or he resigns for good reason, then we would pay (a) an amount in cash equal to three times his then base salary and target annual bonus and (b) all stock option grants held by Mr. Dodd will be fully vested. The agreement also addresses his compensation upon termination if there is a change in control (as defined). If we terminate Mr. Dodd's employment not for cause or he resigns for good reason at any time during the three month period which immediately precedes a change in control (as defined) or during the one year period following a change in control, then we would also pay Mr. Dodd an amount in cash equal to (x) three times the cost to provide 401(k) or other deferred compensation or health and welfare benefits to him, and (y) a tax gross-up payment (if an excise tax is imposed by § 4999 of the Code or any related interest or penalties are incurred by him).

Kelly T. McKee, MD. Dr. McKee serves as our Chief Medical Officer under an employment agreement dated March 1, 2023. The employment agreement has no specified term. The employment agreement, as amended, provides for an annual base salary to Dr. McKee (currently $367,710), subject to periodic increases as determined by the Compensation Committee. The Board of Directors may also approve the payment of a discretionary bonus annually. Dr. McKee is eligible for annual grants of awards from our equity incentive plans as determined by the Board. Dr. McKee is eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees.

Our employment agreement with Dr. McKee provides that, if we terminate his employment without cause, we will pay a severance payment in the form of monthly payments of base salary for a period equal to one week for each full year of service. Additionally, if we terminate Dr. McKee's employment at any time during the three month period which immediately precedes a change in control (as defined in the amended employment agreement) or during the one year period following a change in control, then we would pay an amount in cash equal to (a) two times his then base salary and target annual bonus, (b) two times the cost to provide 401(k) or other deferred compensation or health and welfare benefits to him, (c) full, complete vesting of all stock options, restricted stock grants or other equity or equity-type grants, and (d) a tax gross-up payment (if an excise tax is imposed by §4999 of the Code or any related interest or penalties are incurred by him). The change of control provision also provides for full and complete vesting of all stock option grants held by him.

Mark J. Newman, PhD . Dr. Newman serves as our Chief Scientific Officer under an employment agreement dated August 25, 2020, which was amended and restated effective March 1, 2022. The employment agreement has no specified term. The employment agreement, as amended, provides for an annual base salary to Dr. Newman (currently $310,754), subject to periodic increases as determined by the Compensation Committee. The Board of Directors may also approve the payment of a discretionary bonus annually. Dr. Newman is eligible for annual grants of awards from our equity incentive plans as determined by the Board. Dr. Newman is eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees. Effective April 16, 2026, Dr. Newman reduced his time commitment to 50% and his base salary was reduced on a prorated basis.

Our employment agreement with Dr. Newman provides that, if we terminate his employment without cause, we will pay a severance payment in the form of monthly payments of base salary for a period equal to one week for each full year of service. Additionally, if we terminate Dr. Newman's employment at any time during the three month period which immediately precedes a change in control (as defined in the amended employment agreement) or during the one year period following a change in control, then we would pay an amount in cash equal to (a) two times his then base salary and target annual bonus, (b) two times the cost to provide 401(k) or other deferred compensation or health and welfare benefits to him, (c) full, complete vesting of all stock options, restricted stock grants or other equity or equity-type grants, and (d) a tax gross-up payment (if an excise tax is imposed by §4999 of the Code or any related interest or penalties are incurred by him). The change of control provision also provides for full and complete vesting of all stock option grants held by him.

Outstanding Equity Awards

GeoVax has awarded stock options to its senior management and other employees, pursuant to the GeoVax Labs, Inc. 2025 Stock Incentive Plan (the 2025 Plan), the GeoVax Labs, Inc. 2020 Stock Incentive Plan (the 2020 Plan) and the GeoVax Labs, Inc. 2023 Stock Incentive Plan (the 2023 Plan), collectively the Stock Incentive Plans. Each of the 2020 Plan, 2023 Plan and 2025 Plan were adopted by the Board on June 19, 2020, December 7, 2022, and December 12, 2024, respectively, to provide equity-based and/or incentive awards to selected employees, directors, and independent contractors of the Company or its affiliates. The terms of these awards typically provide for vesting over a defined period of time and the options expire if not exercised within ten years from the date of grant. The Company does not have a formula for determining stock option awards. Awards are generally based on the subjective judgment of the President and Chief Executive Officer and on the Compensation Committee's subjective judgment. The following table sets forth certain information with respect to unexercised options previously awarded to our Named Executive Officers that were outstanding as of December 31, 2025.

Number of Securities

Underlying Unexercised Options

The unexercisable portion of these stock options will vest in equal installments on January 2, 2026, 2027 and 2028 (2) The unexercisable portion of these stock options will vest in equal installments on August 12, 2026 and 2027.

Each of the Stock Incentive Plans 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 Stock Incentive Plans, 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 Stock Incentive Plans, 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 participants under the Stock Incentive Plans, 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 Stock Incentive Plans on December 31, 2025, 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 (Nasdaq) on December 31, 2025, 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 $-0-.

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, 2025 by each individual who served as a director at any time during the fiscal year.

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 January 2, 2025 to each non-employee director for 400 shares with an exercise price of $62.00 per share, vesting over a one-year period.

The table below shows the aggregate number of option awards outstanding for each non-employee director as of December 31, 2025.

Aggregate Option Awards Outstanding

as of December 31, 2025

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 2024, upon a recommendation of the Compensation Committee, the Board of Directors approved an annual stock option grant of 400 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.

The Board of Directors has determined that Directors Chase, Kollintzas, Lemerand, McNally, Morgan Brown, O'Brien and Spencer Uppal 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 Uppal is the qualified "financial expert" on the Audit Committee. In determining the independence of the Lender Board Nominees, our Board of Directors considered the Revolving Loan Agreement, the Lender's right to designate the Lender Board Nominees, and the requirement that the Lender Board Nominees not be officers, employees or controlling persons of, or receive compensation from, the Lender or its affiliates. As independent directors, these individuals serve as the members of our Audit Committee, our Compensation Committee, and our Nominating and Governance Committee.

Certain relationships and related person transactions 27 changes

Other than compensation arrangements for our Named Executive Officers and directors, or as described below, there were no transactions since January 1, 2025, to which we were a party or will be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest. Compensation arrangements for our named executive officers and directors are described above under "Executive Compensation."

Revolving Loan Agreement and Lender Board Nominees

On October 25, 2026, we entered into the Revolving Loan Agreement with Bowery Consulting Group Inc., which provides for loans of up to $1,000,000 outstanding at any time, bearing interest at 12% per annum (16% following an event of default) and maturing on the first anniversary of the closing. On October 23, 2026, prior to the effectiveness of the Revolving Loan Agreement, five of our directors resigned and the Remaining Directors appointed Steven Brown, Tyler O'Brien and Manpreet Uppal, each of whom was designated by the Lender, as directors. Under the Revolving Loan Agreement, the Lender has the right to designate replacements for the Lender Board Nominees, we have agreed not to propose their removal and to nominate them for election, in each case until the earlier of Payment in Full (as defined in the Revolving Loan Agreement) and the automatic resignation of the Lender Board Nominees under the Revolving Loan Agreement (the Lender Board Nominees' service as directors does not end upon repayment of the loans), and we have agreed to cover the Lender Board Nominees under our directors' and officers' liability insurance and to enter into indemnification agreements with them on terms no less favorable than those of our other directors. We have also agreed to indemnify the Lender and its related parties against certain losses. As of the date of this prospectus, we have not borrowed any amounts under the Revolving Loan Agreement; accordingly, no principal amount has been outstanding thereunder and we have paid no principal or interest thereunder. Each party bears its own expenses under the Revolving Loan Agreement, and we have not paid, and will not pay, any fee to the Lender or any Lender Board Nominee in connection with the Revolving Loan Agreement or this offering.

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On March 23, 2025, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners (AGP) and a Securities Purchase Agreement with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering, (i) 1,350,000 54,000 shares (the "March 2025 Shares") of Common Stock, (ii) Pre-Funded Warrants (the "March 2025 Pre-Funded Warrants") to purchase up to 2,085,115 83,405 shares of Common Stock, and (iii) Common Warrants (the "March 2025 Common Warrants") to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one March 2025 Common Warrant to accompany each March 2025 Share or March 2025 Pre-Funded Warrant sold in the offering, and to purchase in the aggregate up to 3,435,115 137,405 shares of Common Stock. The public offering price for each March Share was $1.31 $32.75 and the public offering price for each March 2025 Pre-Funded Warrant was $1.3099. $32.7475. The March 2025 Pre-Funded Warrants have had an exercise price of $0.0001 $0.0025 per share, are were exercisable immediately and may be exercised at any time until exercised in full. The March 2025 Common Warrants have an exercise price of $1.31 $32.75 per share, are were immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The net proceeds of the offering, after deducting AGP's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the March 2025 Common Warrants, were approximately $4,100,000. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on March 25, 2025.

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On May 7, 2026, the Company entered into common stock warrant exercise inducement offer letters (the "May Inducement Letters") with holders (the "May Holders") of existing warrants to purchase an aggregate of 851,493 shares of Common Stock with exercise prices of $1.1877 per share (the "May Existing Warrants"), pursuant to which the May Holders agreed to exercise for cash 501,144 of their May Existing Warrants in consideration for the Company's agreement to issue new warrants (the "May 2026 Inducement Warrants") to purchase an aggregate of up to 1,002,288 shares of Common Stock. The May 2026 Inducement Warrants have an exercise price of $1.65 per share, are immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The Company also agreed that the May Holders shall have the option to exercise certain other warrants on the same terms as the May Exercised Existing Warrants as set forth in the May Inducement Letters within 12 days of May 8, 2026 (the "May Inducement Period"); the May Holders subsequently exercised an additional 278,299 of their May Existing Warrants during the May Inducement Period resulting in the issuance of additional May 2026 Inducement Warrants to purchase up to 556,598 shares of Common Stock. The Company engaged AGP to act as its financial advisor in connection with the transaction. The total net proceeds of the transaction, after deducting AGP's fees and expenses and other offering expenses and excluding the net proceeds, if any, from the exercise of the May 2026 Inducement Warrants, were approximately $844,080.

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On May 18, 2026, the Company entered into a securities purchase agreement (the "May 2026 Purchase Agreement") with the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in an unregistered private placement (the "May 2026 PIPE"), (i) pre-funded warrants (the "May 2026 Pre-Funded Warrants") to purchase up to an aggregate of 2,027,027 shares of Common Stock and (ii) common warrants to purchase up to an aggregate of 4,054,054 shares of Common Stock, comprised of (A) Series A common warrants (the "May 2026 Series A Common Warrants") to purchase up to an aggregate of 2,027,027 shares of Common Stock and (B) Series B common warrants (the "May 2026 Series B Common Warrants" and, together with the May 2026 Series A Common Warrants, the "May 2026 PIPE Common Warrants") to purchase up to an aggregate of 2,027,027 shares of Common Stock (such shares issuable upon exercise of the May 2026 PIPE Common Warrants, the "May 2026 PIPE Common Warrant Shares"). The offering price was $1.4799 per May 2026 Pre-Funded Warrant and accompanying May 2026 PIPE Common Warrants. The May 2026 Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and may be exercised at any time until exercised in full. The May 2026 PIPE Common Warrants will be exercisable immediately at an exercise price of $1.48 per share. The May 2026 Series A Common Warrants will expire five years after issuance and the May 2026 Series B Common Warrants will expire eighteen months after issuance. The Company engaged AGP to act as the placement agent in connection with the May 2026 PIPE. The net proceeds of the May 2026 PIPE, after deducting AGP's fees and expenses and other offering expenses, were approximately $2.7 million.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

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 14, 2026 by (i) each principal stockholder, (ii) each director; (iii) each of the executive officers named in the summary compensation table; and (iv) all executive officers and directors as a group. Other than the principal stockholders named below we do not know of any person who beneficially owns more than 5% of our Common Stock as of September 14, 2026. 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.

Name of Beneficial Owner

Directors and Executive Officers: (2)

Dean G. Kollintzas (5)

Robert T. McNally (8)

John N. Spencer, Jr. (11)

All executive officers and directors as a group (11 persons) (12)

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 10,102,871 shares of Common Stock outstanding as of September 14, 2026. 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 14, 2026 (subject to specified limits), at any time at the option of the holder, are deemed outstanding.

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

Includes 98 shares of Common Stock and stock options to purchase 990 shares of Common Stock.

Includes 1,467 shares of Common Stock and stock options to purchase 4,609 shares of Common Stock.

Includes 32 shares of Common Stock and stock options to purchase 990 shares of Common Stock.

Includes stock options to purchase 856 shares of Common Stock.

Includes 141 shares of Common Stock and stock options to purchase 1,182 shares of Common Stock.

Includes 144 shares of Common Stock and stock options to purchase 990 shares of Common Stock.

Includes stock options to purchase 856 shares of Common Stock.

Includes stock options to purchase 1,572 shares of Common Stock.

Includes 857 shares of Common Stock and stock options to purchase 990 shares of Common Stock.

Includes 3,548 shares of Common Stock and stock options to purchase 16,351 shares of Common Stock.

On August 25, 2026, the Company entered into a common stock warrant exercise inducement offer letter (the "August Inducement Letter") with a certain holder (the "August Holder") of existing warrants to purchase an aggregate of 5,697,628 shares of Common Stock with exercise prices ranging from $1.36 to $2.31 per share (the "August Existing Warrants"), pursuant to which the August Holder agreed to exercise for cash all of their August Existing Warrants at a reduced exercised exercise price of $0.64 per share, in consideration for the Company's agreement to issue a new warrants warrant (the "August 2026 Inducement Warrants") Warrant") to purchase an aggregate of up to 11,395,256 shares of Common Stock. The August 2026 Inducement Warrants have Warrant has an exercise price of $0.64 per share, are is immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. Because the issuance of all 5,697,628 shares underlying the August Existing Warrants at one time would have caused the August Holder to exceed the beneficial ownership limitation contained in those warrants, 857,000 of those shares are held in abeyance and will be issued, without payment of any additional consideration to the Company, as and when the August Holder may receive them consistent with that limitation. The Company engaged AGP to act as its financial advisor in connection with the transaction. The total net proceeds of the transaction, after deducting AGP's fees and expenses and other offering expenses, were approximately $3,341,000.

Description of the securities 31 changes

We are offering Shares, or Pre-Funded Warrants in lieu thereof, at an assumed public offering price of $ per Share and $ per Pre-Funded Warrant. For each Pre-Funded Warrant we sell, the number of Shares we are offering will be decreased on a one-for-one basis. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants offered hereby.

4 unchanged paragraphs

As of September 14, , 2026, there were 10,102,871 12,209,871 shares of Common Stock outstanding and no shares of preferred stock outstanding. As of September 14, 2026, there are 2,964,000 That number does not include 857,000 shares of Common Stock held in abeyance from in connection with the August 2026 Warrant Inducement, which will be issued without payment of any additional consideration to us as and when the holder may receive them consistent with the beneficial ownership limitation in its existing warrants. As of , 2026, we also had outstanding common warrants to purchase 14,239,319 shares of Common Stock with a weighted average exercise price of $0.92 per share, which include the August 2026 Warrant to purchase up to 11,395,256 shares of Common Stock at an exercise price of $0.64 per share, exercisable only following stockholder approval. An additional 331,342 shares of Common Stock are reserved for issuance under our Stock Incentive Plans, of which 310,179 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $20.82 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

August 2026 Common 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 conditions of the Pre-Funded Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

The term "pre-funded" refers to the fact that the purchase price of the Pre-Funded Warrants in this offering includes almost the entire exercise price that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.001. The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding Common Stock following the consummation of this offering the opportunity to invest capital into the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of Shares which would result in such ownership of more than 4.99% (or, at the election of the holder, 9.99%), and receiving the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants at a nominal price at a later date.

The Pre-Funded Warrants will be issued as individual warrant agreements to the investors. You should review the form of Pre-Funded Warrant, filed as an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditions applicable to the Pre-Funded Warrants.

The Pre-Funded Warrants are exercisable at any time after their original issuance. The Pre-Funded 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 in immediately available funds for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder's Pre-Funded Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding Common Stock. No fractional shares of Common Stock will be issued in connection with the exercise of a Pre-Funded Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

1 unchanged paragraph

The August 2026 Common Warrant has an exercise price of $0.64 per share. The August 2026 Common Warrant will be exercisable from the effective date of stockholder approval. The August 2026 Common Warrant will expire five years after the date of stockholder approval. 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 August 2026 Common Warrant is exercisable, at the option of the 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% of our outstanding shares of Common Stock immediately after exercise, except that the holder may elect to increase the amount of ownership of outstanding shares of Common Stock after exercising the holder's August 2026 Common Warrant 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 August 2026 Common Warrant.

If at the time of exercise of the August 2026 Common Warrant 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 August 2026 Common Warrant, then the August 2026 Common Warrant will only be exercisable on a "cashless exercise" basis under which the holder will receive upon such exercise a net number of common shares determined according to a formula set forth in the August 2026 Common Warrant.

The exercise price per whole share of our Common Stock purchasable upon the exercise of the Pre-Funded Warrants is $0.001 per share of Common Stock. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise price of the Pre-Funded Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

If, at any time after the issuance of the Pre-Funded Warrants, the holder exercises its Pre-Funded Warrants and a registration statement registering the issuance of the shares of Common Stock underlying the Pre-Funded Warrants under the Securities Act is not then effective or available (or a prospectus is not available for the resale of shares of Common Stock underlying the Pre-Funded Warrants), then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants. Notwithstanding anything to the contrary, in the event we do not have or maintain an effective registration statement, there are no circumstances that would require us to make any cash payments or net cash settle the Pre-Funded Warrants to the holders.

Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer.

There is no established trading market for the Pre-Funded Warrants and we do not plan on applying to list the Pre-Funded Warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

1 unchanged paragraph

In the event of any fundamental transaction, as described in the August 2026 Common Warrant and generally including any merger with or into another entity, 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 August 2026 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 August 2026 Common Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holder of the August 2026 Common Warrant has the right to require us or a successor entity to redeem the August 2026 Common Warrant for cash in the amount of the Black-Scholes Value (as defined in each warrant) of the unexercised portion of the August 2026 Common Warrant 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 holder of the August 2026 Common Warrant 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 August 2026 Common Warrant may be transferred at the option of the holder upon surrender of the August 2026 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 August 2026 Common Warrant. 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 August 2026 Common Warrant, and we do not expect a market to develop. We do not intend to apply for a listing for the August 2026 Common Warrant on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the August 2026 Common Warrant will be extremely limited.

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

Rights as a Shareholder Stockholder

Except as otherwise provided in the August 2026 Common Warrant or by virtue of the such holder's ownership of shares of our Common Stock, such the holder of August 2026 Common a Pre-Funded Warrant 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 August 2026 Common Warrant. the August 2026 Common Warrant provides that the holder of exercises the August 2026 Common Pre-Funded Warrant. has the right to participate in distributions or dividends paid on our shares of Common Stock.

Board Designation Rights Under the Revolving Loan Agreement

Under the Revolving Loan Agreement, until the loans are repaid in full or the Lender Board Nominees have resigned, we have agreed, without the Lender's consent, not to propose or solicit proxies for the removal of any Lender Board Nominee, to nominate and recommend the Lender Board Nominees for election at each meeting of stockholders at which directors are elected, and not to increase the size of our Board of Directors or reconstitute its committees in a manner that would reduce the Lender Board Nominees' proportionate representation. These provisions, together with events of default triggered by a change of control or fundamental transaction unless the loans are repaid, could make it more difficult for a third party to acquire us or for our stockholders to change the composition of our Board of Directors. See "Prospectus Summary—Recent Developments—Revolving Loan Agreement."

12 unchanged paragraphs

Our certificate of incorporation includes a provision electing not to be governed by Section 203 of the DCGL. DGCL. Accordingly, our board of directors does not have the power to reject certain business combinations with interested stockholders based on Section 203 of the DCGL. DGCL.

8 unchanged paragraphs

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 Nasdaq under the symbol "GOVX."

Plan of distribution 51 changes

The 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. The 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 Stockholder 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 the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the 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, the 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. The 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. The 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).

The 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. The 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 Stockholder 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 the 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, the 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 the Selling Stockholder or any other person. We will make copies of this prospectus available to the 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).

E.F. Hutton & Co. (the "Underwriter") is acting as sole book-running manager and sole underwriter of this offering. Subject to the terms and conditions of an underwriting agreement between us and the Underwriter, dated , 2026 (the "Underwriting Agreement"), we have agreed to sell to the Underwriter, and the Underwriter has agreed to purchase from us, Shares and Pre-Funded Warrants at the public offering price less the underwriting discount set forth on the cover page of this prospectus.

The Underwriting Agreement provides that the obligation of the Underwriter to purchase the Shares and Pre-Funded Warrants offered hereby is subject to the satisfaction of the conditions contained in the Underwriting Agreement, including, among others, the accuracy of the representations and warranties made by us, the absence of any material adverse change in our business and the receipt of certain legal opinions, certificates and letters from us, our counsel and our independent registered public accounting firm. The Underwriter is obligated to purchase all of the Shares and Pre-Funded Warrants offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased. The Underwriting Agreement also provides that the Underwriter's obligations may be terminated upon the occurrence of certain events, including, among others, a material adverse change in the financial markets or in our business, a suspension of trading in our Common Stock on Nasdaq, or a suspension or material limitation of trading generally on Nasdaq or the New York Stock Exchange.

The Underwriter proposes to offer the Shares and Pre-Funded Warrants directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per Share and $ per Pre-Funded Warrant. After this offering, the public offering price and concession may be changed by the Underwriter. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the Underwriter as stated herein, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. The Underwriter has informed us that it does not intend to confirm sales to any accounts over which it exercises discretionary authority.

Over-Allotment Option

We have granted the Underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional Shares and/or Pre-Funded Warrants, representing 15% of the Shares and Pre-Funded Warrants sold in this offering, at the public offering price per Share or per Pre-Funded Warrant, as applicable, less the underwriting discount, solely to cover over-allotments, if any. If the Underwriter exercises this option in whole or in part, it will be obligated, subject to the conditions in the Underwriting Agreement, to purchase the additional securities in respect of which the option is exercised.

Underwriting Discount and Expenses

The following table shows the public offering price, underwriting discount and proceeds to us, before expenses, assuming both no exercise and full exercise of the Underwriter's over-allotment option. The underwriting discount is 4.0% of the gross proceeds of this offering.

Public offering price

Underwriting discount (4.0%)

Proceeds to us, before expenses

We have also agreed to pay the Underwriter a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering, and to reimburse the Underwriter for the reasonable and documented fees and expenses of its legal counsel in an amount not to exceed $80,000. We have paid the Underwriter an advance of $20,000 upon execution of our engagement letter, which will be applied against the accountable expenses payable by us to the Underwriter in connection with this offering; any portion of the advance not actually incurred will be returned to us in accordance with FINRA Rule 5110(g)(4)(A). We estimate that the total expenses of this offering payable by us, excluding the underwriting discount, the non-accountable expense allowance and the reimbursement of the Underwriter's legal fees, will be approximately $ .

Under our engagement letter with the Underwriter, if, within six months following the termination or expiration of the Underwriter's engagement, we consummate a financing with, or enter into an agreement providing for a financing with, any investor contacted or introduced by the Underwriter during the term of its engagement, the Underwriter will be entitled to receive the underwriting discount and non-accountable expense allowance described above with respect to that financing, regardless of whether the Underwriter participated in procuring or negotiating the financing. Subject to FINRA Rule 5110(g)(5)(B), we may terminate the engagement for cause, in which case no tail fee will be payable.

Each of our directors and executive officers, including the Lender Board Nominees, has agreed, subject to certain customary exceptions, not to, without the prior written consent of the Underwriter, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, or make any demand for or exercise any right with respect to the registration of any such securities, for a period of 90 days following the date of this prospectus (the "Lock-Up Period").

We have agreed in the Underwriting Agreement that, during the Lock-Up Period, we will not, without the prior written consent of the Underwriter, (i) offer, sell, issue or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, other than a registration statement on Form S-8, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, in each case subject to customary exceptions, including the issuance of securities in this offering, the issuance of shares upon the exercise of outstanding options and warrants (including the August 2026 Warrant and the shares held in abeyance in connection with the August 2026 Warrant Inducement) and the grant of awards under our stock incentive plans. In addition, for a period of months following the date of this prospectus, we have agreed not to effect or enter into an agreement to effect any issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock involving a variable rate transaction, as defined in the Underwriting Agreement, without the consent of the Underwriter.

Determination of Offering Price

The public offering price of the Shares and Pre-Funded Warrants will be determined through negotiations between us and the Underwriter. Among the factors to be considered in determining the public offering price are the last reported sale price of our Common Stock on Nasdaq prior to pricing, our historical performance and capital structure, prevailing market conditions, estimates of our business potential and earnings prospects, an overall assessment of our management and the consideration of these factors in relation to the market valuation of companies in related businesses. The public offering price may be at a discount to the market price of our Common Stock.

Indemnification and Contribution

We have agreed to indemnify the Underwriter and its affiliates and controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the Underwriter may be required to make in respect of those liabilities.

Stabilization, Short Positions and Penalty Bids

In connection with this offering, the Underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

Over-allotment transactions involve sales by the Underwriter of securities in excess of the number of securities the Underwriter is obligated to purchase, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the Underwriter is not greater than the number of securities that it may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The Underwriter may close out any short position by either exercising its over-allotment option and/or purchasing securities in the open market.

Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover short positions. In determining the source of securities to close out the short position, the Underwriter will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which it may purchase securities through the over-allotment option. A naked short position occurs if the Underwriter sells more securities than could be covered by the over-allotment option, and is more likely to be created if the Underwriter is concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in this offering.

Penalty bids permit the Underwriter to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or syndicate covering transaction to cover short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Common Stock or preventing or retarding a decline in the market price of our Common Stock. As a result, the price of our Common Stock may be higher than the price that might otherwise exist in the open market. Neither we nor the Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Common Stock. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the Underwriter and selling group members may engage in passive market making transactions in our Common Stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of Common Stock and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Electronic Distribution

A prospectus in electronic format may be made available on websites or through other online services maintained by the Underwriter or by its affiliates. Other than the prospectus in electronic format, the information on the Underwriter's websites and any information contained in any other website maintained by the Underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the Underwriter in its capacity as underwriter, and should not be relied upon by investors.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol "GOVX." See "Risk Factors—Risks Related to Our Securities" for a description of the pending Nasdaq delisting proceedings relating to our Common Stock. We do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other trading market.

The Underwriter and its affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. From time to time, the Underwriter and its affiliates may provide investment banking and other financial services to us for which they may receive customary fees and commissions. Except as described in this prospectus, we have no present arrangements with the Underwriter for any further services. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and instruments of ours.

Neither the Underwriter nor any of its affiliates or associated persons is a party to, has any interest in, or has received or will receive any fee or other compensation in connection with, the Revolving Loan Agreement, the Lender or the designation of the Lender Board Nominees, and we do not intend to use any of the net proceeds of this offering to repay amounts under the Revolving Loan Agreement Offer Restrictions Outside the United States Other than in the United States, no action has been taken by us or the Underwriter 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.

The foregoing does not purport to be a complete statement of the terms and conditions of the Underwriting Agreement. A copy of the form of Underwriting Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part. See "Where You Can Find More Information."

Legal matters 1 change

The validity of the Shares, the Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants 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 Underwriter by counsel identified in the applicable prospectus supplement. Zarif Law Group P.C., Asbury Park, New Jersey.

Where you can find more information 5 changes

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INDEX TO FINANCIAL STATEMENTS

2025 Audited Financial Statements :

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Note 10: Subsequent Events 52 changes

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Part I -- FINANCIAL INFORMATION

2026 Interim Financial Statements (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Operating lease liability, current portion

Total current liabilities

Operating lease liability, net of current portion

Commitments (Note 4)

Stockholders' equity:

Common stock, $.001 par value:

Authorized shares – 150,000,000

Issued and outstanding shares – 7,369,243 and 1,732,147 at June 30, 2026 and December 31, 2025, respectively 7,369 1,732 Additional paid-in capital 162,262,683 154,644,252 Accumulated deficit (160,509,351 ) (150,820,852 ) Total stockholders' equity 1,760,701 3,825,132 Total liabilities and stockholders' equity $ 4,642,757 $ 6,341,868 See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Revenue from government contract

Research and development

General and administrative

Total operating expenses

Loss from operations

Net loss per common share

Weighted average shares outstanding

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (Unaudited) Three-Month and Six-Month Periods Ended June 30, 2026 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2025 1,732,147 $ 1,732 $ 154,644,252 $ (150,820,852 ) $ 3,825,132 Sale of common stock and warrants for cash 1,017,442 1,018 1,717,883 - 1,718,901 Issuance of common stock upon warrant exercises 3,433 4,838 - 4,841 Fractional share roundup following reverse split 65,548 (66 ) - - Stock option expense - - 206,817 - 206,817 Net loss for the three months ended March 31, 2026 - - - (5,261,921 ) (5,261,921 ) Balance at March 31, 2026 2,818,570 2,819 156,573,724 (156,082,773 ) 493,770 Sale of common stock and warrants for cash 2,880,470 2,880 3,551,200 - 3,554,080 Issuance of common stock upon warrant exercises 1,663,452 1,663 1,974,020 - 1,975,683 Issuance of common stock for services 6,751 14,993 - 15,000 Stock option expense - - 148,746 - 148,746 Net loss for the three months ended June 30, 2026 - - - (4,426,578 ) (4,426,578 ) Balance at June 30, 2026 7,369,243 $ 7,369 $ 162,262,683 $ (160,509,351 ) $ 1,760,701 Three-Month and Six-Month Periods Ended June 30, 2025 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2024 421,475 $ $ 134,404,195 $ (129,356,081 ) $ 5,048,535 Sale of common stock and warrants for cash 132,104 7,914,270 - 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 553,579 142,611,209 (134,713,732 ) 7,898,030 Issuance of common stock upon warrant exercises 83,405 - 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 636,984 $ $ 142,904,075 $ (140,083,515 ) $ 2,821,196 See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Stock-based compensation expense

Changes in assets and liabilities:

Government contract receivable

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Purchase of equipment

Net cash used in investing activities

Cash flows from financing activities:

Net proceeds from sale of common stock and warrants

Net proceeds from warrant exercise

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

See accompanying notes to condensed consolidated financial statements.

Notes to the financial statements 4 changes

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11,395,256 Up to Shares of Common Stock

Up to Pre-Funded Warrants to Purchase up to Shares of Common Stock

Up to Shares of Common Stock Underlying the Pre-Funded Warrants

Sole Book-Running Manager

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Other Expenses of Issuance and Distribution 1 change

The following table sets forth the fees costs and expenses, other than the underwriting discount, payable by us in connection with the registration offer of the securities hereunder. being registered. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

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Recent Sales of Unregistered Securities 5 changes

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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 476,196 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) 4(a)(2) thereof and Rule 506 of Regulation D.

On February 12, 2026, the Company entered into a securities purchase agreement with purchasers party thereto in a private placement offering of up to 865,804 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) 4(a)(2) thereof and Rule 506 of Regulation D.

On March 31, 2026, the Company entered into inducement offer letters with holders of existing warrants, pursuant to which such holders exercised an aggregate of 634,658 warrants to purchase shares of Common Stock in consideration for the Company's issuance of new warrants to purchase up to 1,269,316 shares of 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) 4(a)(2) thereof and Rule 506 of Regulation D.

On May 7, 2026, the Company entered into inducement offer letters with holders of existing warrants, pursuant to which such Holders exercised an aggregate of 779,443 warrants to purchase shares of Common Stock in consideration for the Company's issuance of new warrants to purchase up to 1,558,886 shares of 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) 4(a)(2) thereof and Rule 506 of Regulation D.

On May 17, 2026, the Company entered into a securities purchase agreement with purchasers party thereto in a private placement offering of up to 6,081,081 shares of our common stock issuable upon the exercise of those certain prefunded and common warrants. The Company relied on an exemption from the registration requirements of the Securities Act afforded by Section 4(a) (2) 4(a)(2) thereof and Rule 506 of Regulation D.

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Exhibits 7 changes

Form of Underwriting Agreement

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Certificate of Amendment to Certificate of Incorporation filed January 9, 2026 (22) 3.3 Bylaws (as amended May 23, 2024) (16) 4.1 Form of Stock Certificate representing the Company' s Company's Common Stock, par value $0.001 per share (22) 4.2 4.22** Form of Common Stock Purchase Pre-Funded Warrant dated August 26, 2026 (25) 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 (11) 10.3.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (12) 10.4*** Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (14) 10.4.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (14) 10.5*** Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (12) 10.5.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (12) 10.6*** GeoVax Labs, Inc. 2020 Stock Incentive Plan (7) 10.6.1*** GeoVax Labs, Inc. 2023 Stock Incentive Plan (13) 10.6.2*** GeoVax Labs, Inc. 2025 Stock Incentive Plan (19) 10.6.3*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2020 Stock Incentive Plan (6) II-3 10.6.4*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2023 Stock Incentive Plan (24) 10.6.5*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2025 Stock Incentive Plan (24) 10.7 Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (8) **** II-3 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 Membership Agreement (Portal Innovation Science Square Labs), dated August 1, 2025 (20) 10.10 Office Lease, dated September 15, 2025 (20) 10.11 10.10 Summary of the GeoVax Labs, Inc. Director Compensation Plan (11) 10.12 10.11 Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (10) **** 10.13 10.12 Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (17) 10.14 10.13 Securities Purchase Agreement, dated September 30, 2025 (18) 10.15 10.14 Securities Purchase Agreement, dated December 22, 2025 (21) 10.16 10.15 Securities Purchase Agreement, dated February 12, 2026 (23) 10.17 10.16 Form of Inducement Letter, dated May 7, 2026 (25) 10.18 10.17 Form of Purchase Agreement, dated May 18, 2026 (26) 10.19 10.18 Form of Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (26) 10.20 10.19 Form of Inducement Letter, dated August 25, 2026 (27) 10.20*# Revolving Loan Agreement, dated October 25, 2026, between GeoVax Labs, Inc. and Bowery Consulting Group Inc.**** 10.21 Form of Revolving Note 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) 24.1 Power of Attorney (included on the Signature page of this Registration Statement on Form S-1) 101.INS Inline XBRL Instance Document (1) 101.SCH Inline XBRL Taxonomy Extension Schema Document (1) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (1) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (1) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (1) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 107.1** Filing Fee Table * Filed herewith.

To be filed by amendment.

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Certain schedules and certain portions of this exhibit have been redacted in accordance with Items 601(a)(5) and 601(a)(6) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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Incorporated by reference from the registrant's Current Report on Form 8-K filed August 28, 2026.

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and 2 more changes in the filing

Undertakings 24 changes

3 unchanged paragraphs

5 unchanged paragraphs

2 unchanged paragraphs

and 24 more changes in the filing