GeoVax Labs: securities offering

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As filed with the Securities and Exchange Commission on August September 6, 2024

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Tel: ( 678 ) 384-7220

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SUBJECT TO COMPLETION, DATED AUGUST SEPTEMBER 6, 2024

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2,170,000 1,700,000 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 2,170,000 1,700,000 shares (the "2024 "Aug 21 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 "2024 "Aug 21 Common Warrant") issued in a private placement on July 12, August 21, 2024 by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company ("Armistice").

We will not receive any proceeds from the sale of the 2024 Aug 21 Warrant Shares covered by this prospectus by the Selling Stockholder (as defined herein). All net proceeds from the sale of the 2024 Aug 21 Warrant Shares covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the 2024 Aug 21 Common Warrant. See "Use of Proceeds."

The Selling Stockholder may sell all or a portion of the 2024 Aug 21 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."

Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC ("Nasdaq") under the symbol "GOVX.". On August 2, September 4, 2024, the last reported sale price of for our Common Stock was $1.92 $3.84 per share.

Investing in our shares of common stock securities involves a high degree of risk. The risks are described in the section entitled " Risk Factors " section beginning appearing on page 8 9 of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these our 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 this prospectus. Any representation to the contrary is a criminal offense.

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About this prospectus 1 change

This prospectus is part of a registration statement on Form S-1 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."

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Prospectus summary 15 changes

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Squamous Cell Head & Neck Cancer

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August Registered Direct Offerings

On July 11, August 28, 2024, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC ("Roth") and a securities purchase agreement (the "Purchase Agreement") with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the " Aug 28 Registered Direct Offering"), (i) 458,632 837,500 shares (the "Aug 30 Shares") of the Common Stock, and (ii) pre-funded warrants to purchase up to 626,368 138,110 shares of Common Stock (the "Aug 30 Pre-Funded Warrants," and the shares of Common Stock issuable upon exercise thereof, the "Aug 30 Pre-Funded Warrant Shares"). In a concurrent private placement, the Company offered 2024 Aug 30 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with two 2024 one Aug 30 Common Warrants Warrant to accompany each Aug 30 Share or Aug 30 Pre-Funded Warrant sold in the offering, and to purchase in the aggregate up to 2,170,000 975,610 shares of Common Stock (the "Aug 30 Common Warrant Shares"). The public offering price for each Share was $2.86 $5.125 and the public offering price for each Aug 30 Pre-Funded Warrant was $2.85999. $5.12499. The Aug 30 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 2024 Aug 30 Common Warrants have an exercise price of $2.86 $5.00 per share, are immediately exercisable upon stockholder approval and will expire five years from the date of such stockholder approval. issuance. The net proceeds of the offering, after deducting Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the 2024 Aug 30 Common Warrants, is approximately $2.8 $4.6 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on July 12, August 30, 2024.

On August 20, 2024, the Company entered into a placement agency agreement (the "Aug 20 Placement Agency Agreement") with Roth and a securities purchase agreement (the "Aug 20 Purchase Agreement") with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the " Aug 20 Registered Direct Offering"), (i) 1,360,731 shares (the "Aug 21 Shares") of Common Stock, and (ii) pre-funded warrants to purchase up to 339,269 shares of Common Stock (the "Aug 21 Pre-Funded Warrants," and the shares of Common Stock issuable upon exercise thereof, the "Aug 21 Pre-Funded Warrant Shares"). In a concurrent private placement, the Company offered Aug 21 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one Aug 21 Common Warrant to accompany each Aug 21 Share or Aug 21 Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 1,700,000 shares of Common Stock (the "Aug 21 Common Warrant Shares"). The public offering price for each Share was $5.00 and the public offering price for each Aug 21 Pre-Funded Warrant was $4.9999. The Aug 21 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 Aug 21 Common Warrants have an exercise price of $5.00 per share, are immediately exercisable and will expire five years from the date of issuance. The net proceeds of the offering, after deducting Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Aug 21 Common Warrants, is approximately $7.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on August 21, 2024.

July Registered Direct Offering

On July 11, 2024, the Company entered into a placement agency agreement (the "July Placement Agency Agreement") with Roth and a securities purchase agreement (the "July Purchase Agreement") with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the "July Registered Direct Offering"), (i) 458,632 shares (the "July Shares") of Common Stock, and (ii) pre-funded warrants to purchase up to 626,368 shares of Common Stock (the "July Pre-Funded Warrants," and the shares of Common Stock issuable upon exercise thereof, the "Pre-Funded Warrant Shares"). In a concurrent private placement, the Company offered common stock purchase warrants (the "July Common Warrants") to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with two July Common Warrants to accompany each July Share or July Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 2,170,000 shares of Common Stock (the "July Common Warrant Shares"). The public offering price for each July Share was $2.86 and the public offering price for each July Pre-Funded Warrant was $2.85999. The July 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 July Common Warrants have an exercise price of $2.86 per share, are immediately exercisable upon stockholder approval and will expire five years from the date of such stockholder approval. The net proceeds of the offering, after deducting Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the July Common Warrants, is approximately $2.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on July 12, 2024.

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2,170,000 1,700,000 shares of Common Stock by the Selling Stockholder, consisting entirely of shares of Common Stock issuable upon the exercise of the 2024 Aug 21 Common Warrant.

Shares of Common Stock outstanding prior to this offering

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 2024 Aug 21 Common Warrant. See "Use of Proceeds."

Our Common Stock and warrants are is listed on the Nasdaq under the symbols symbol "GOVX." and "GOVXW," respectively.

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 7 9 of this prospectus.

Unless otherwise indicated, the number of shares of our Common Stock outstanding prior to this offering is based on 5,263,700 8,524,708 shares of Common Stock outstanding as of August 6, September 5, 2024, and excludes as of such date:

2,170,000 1,700,000 shares of Common Stock issuable upon the exercise of the 2024 Aug 21 Common Warrant with an exercise price of $2.86 $5.00 per share;

2,362,937 4,917,747 shares of Common Stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $7.39 $5.50 per share ● 333,648 shares of Common Stock which are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 133,648 328,648 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $28.39 $12.83 per share.

Risk factors 3 changes

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Risks Related to Our Common Stock Securities

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We are obligated to issue additional shares of our Common Stock in connection with our outstanding warrants if the warrant holders choose to exercise them. In addition to the 2024 Aug 21 Common Warrant, there are warrants exercisable for approximately 2.4 4.9 million shares with a weighted average exercise price of $7.39 $5.50 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 shareholders.

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On July 18, 2024, we received notice from Nasdaq granting our request for an extension of time to regain compliance with the Stockholders' Equity Requirement until November 19, 2024. We are currently reviewing potential transactions believe that if implemented, could our recent equity transactions are sufficient to remedy the shortfall in our stockholders' equity We do not know at this time, however, whether we will be able to remedy the non-compliance. our next quarterly reporting date of September 30, 2024, but have not yet received a determination from Nasdaq. If we are unable to maintain compliance with these Nasdaq requirements, our Common Stock and warrants will be delisted from Nasdaq. In that event, and if our Common Stock is not then eligible for quotation on another market or exchange, trading of our Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the OTC Pink. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on an exchange.

Forward-looking statements 2 changes

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MARKET AND INDUSTRY DATA AND FORECASTS

We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information and research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reliable and reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this prospectus is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those discussed in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

Use of proceeds 2 changes

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We will receive proceeds from any cash exercise of the 2024 Aug 21 Common Warrant and related issuance of shares of Common Stock. If the 2024 Aug 21 Common Warrant is exercised for cash in full, the gross proceeds would be approximately $6.2 $8.5 million. We intend to use the net proceeds from the exercise of the 2024 Aug 21 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 2024 Aug 21 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.

Capitalization 3 changes

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on an as adjusted basis to give effect to (i) the issuance and sale by us of 1,085,000 1,700,000 shares of Common Stock in the Aug 21 Registered Direct Offering (inclusive of 626,368 339,269 shares of Common Stock issuable upon the exercise of pre-funded warrants), (ii) receipt of the gross proceeds from the Aug 21 Registered Direct Offering after deducting commissions and offering expenses payable by us, and (iii) the issuance of 2,170,000 1,700,000 shares of Common Stock issuable upon the exercise of the 2024 Aug 21 Common Warrant at a price of $2.86 $5.00 per share.

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The table and discussion above are based on 4,178,700 shares of Common Stock outstanding as of June 30, 2024, and 7,433,700 7,578,700 shares as adjusted and do not include, as of that date, and do not include:

2,362,937 4,917,747 shares of Common Stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $7.39 $5.50 per share ● 333,648 shares of Common Stock which are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 133,648 328,648 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $28.39 $12.83 per share.

Business 3 changes

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Regulatory Discussions &

Regulatory Discussions & Manufacturing Scale-up

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We wholly own 3 patent families, which includes two granted U.S. patents (U.S. 11,278,607 and U.S. 11,413,341), and granted foreign applications in Australia, Europe (validated in Germany, Spain, France, Great Britian, Britain, Italy, Poland, Turkey, and Switzerland), China, Japan, India directed to our immuno-oncology vaccine compositions and methods of use thereof. Applications are pending in the United States, Australia, Canada, China, and Hong Kong. The patent applications of these families, where issued, valid, and enforceable, will expire between 2037-2040, exclusive of any patent term adjustments or extensions.

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MD&A 6 changes

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On May 23, 2024, we received a notice from the Listing Qualifications Department of Nasdaq notifying the Company that it no longer complied with the $2,500,000 minimum stockholders' equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Requirement"), because the Company's stockholders' equity as reported in its Form 10-Q for the period ended March 31, 2024 did not meet the required minimum. On July 18, 2024, we received notice from Nasdaq granting our request for an extension of time to regain compliance with the Stockholders' Equity Requirement until November 19, 2024. We are currently reviewing potential transactions believe that if implemented, could our recent equity transactions are sufficient to remedy the shortfall in our stockholders' equity There can be no assurance, however, whether we will be able to remedy the non-compliance. at our next quarterly reporting date of September 30, 2024, but have not yet received a determination from Nasdaq..

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Financing Activities – Net cash provided by financing activities was $4,062,442 for the year ended December 31, 2023, consisting of net proceeds from the exercise of warrants. Net cash provided by financing activities was $35,353,328 for 2022, consisting of (i) aggregate net proceeds of $27,727,194 from offerings of our Common Stock ck and (ii) $7,626,134 of net proceeds from the exercise of warrants.

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On August 19, 2024, an investor exercised previously issued stock purchase warrants, resulting in net proceeds to us of approximately $978,000.

On August 21, 2024, we closed an offering of our Common Stock and warrants. Net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $7.8 million.

On August 30, 2024, we closed an offering of our Common Stock and warrants. Net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $4.6 million.

As of the date of this prospectus, our existing cash and cash equivalents are insufficient to fund our operations significantly beyond the third fourth quarter of 2024 without additional funding, which we are actively pursuing. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.

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Management 3 changes

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(1) Member of the Compensation Committee of the Board of Directors.

(2) Member of the Nominating and Governance Committee of the Board of Directors.

(3) Member of the Audit Committee of the Board of Directors.

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Executive compensation 2 changes

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Represents the grant date fair value for stock options granted on December 7, 2022 for 1,000 shares with an exercise price of $11.325 per share, vesting over a three-year period. (6) Represents the grant date fair value for stock options granted on December 7, 2022 for 6,667 shares with an exercise price of $11.325 per share, vesting over a three-year period.

Represents the grant date fair value for stock options granted on December 7, 2022 for 6,667 shares with an exercise price of $11.325 per share, vesting over a three-year period.

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Certain relationships and related person transactions 5 changes

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On May 10, 2024, we conducted a bridge financing through the issuance and sale of 10% Original Issue Discount Promissory Notes (the "Notes") with an aggregate principal amount of $150,000 to members of our Board of Directors and senior management. The Notes are unsecured, bear interest at a rate of 15% per annum, and mature upon the earlier of (i) six months from the issue date or (ii) three days following the date the Company completes an offering of its common stock with gross proceeds of not less than $5 million (a "Qualified Financing"). On August 22, 2024, following the completion of a Qualified Financing, we repaid the Notes in full together with accrued interest, resulting in an aggregate payments of $156,375 to the holders.

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On July 11, 2024, the Company entered into a the July Placement Agency Agreement with Roth and the July Purchase Agreement with a purchaser pursuant to which the Company agreed to sell, in the July Registered Direct Offering (i) 458,632 shares of the Company's Common Stock, and (ii) July Pre-Funded Warrants to purchase up to 626,368 shares of Common Stock July Pre-Funded Warrant Shares. In a concurrent private placement, the Company offered 2024 July Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with two 2024 July Common Warrants to accompany each share of Common Stock or July Pre-Funded Warrant sold in the offering, and to purchase up to 2,170,000 July Common Warrant Shares. The public offering price for each July Share was $2.86 and the public offering price for each July Pre-Funded Warrant was $2.85999. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire five years from the date of issuance. The 2024 July Common Warrants have an exercise price of $2.68 per share, are 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 Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the 2024 July Common Warrants, is approximately $2,835,000. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on July 12, 2024. On July 18 and 23, 2024, we issued 376,368 and 250,000 shares of Common Stock, respectively, upon the full exercise of the July Pre-Funded Warrants.

August Registered Direct Offerings

On August 20, 2024, the Company entered into the Aug 20 Placement Agency Agreement with Roth and the Aug 20 Purchase Agreement with a purchaser pursuant to which the Company agreed to sell, in the Aug 20 Registered Direct Offering, (i) 1,360,731 shares of Common Stock, and (ii) Aug 21 Pre-Funded Warrants to purchase up to 339,269 Aug 21 Pre-Funded Warrant Shares. In a concurrent private placement, the Company offered Aug 21 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one Aug 21 Common Warrant to accompany each Aug 21 Share or Aug 21 Pre-Funded Warrant sold in the offering, and to purchase in the aggregate up to 1,700,000 Aug 21 Common Warrant Shares. The public offering price for each Aug 21 Share was $5.00 and the public offering price for each Aug 21 Pre-Funded Warrant was $4.9999. The Aug 21 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 Aug 21 Common Warrants have an exercise price of $5.00 per share, are immediately exercisable and will expire five years from the date of issuance. The net proceeds of the offering, after deducting Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Aug 21 Common Warrants, is approximately $7.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on August 21, 2024.

On August 28, 2024, the Company entered into the Aug 28 Placement Agency Agreement with Roth and the Aug 28 Purchase Agreement with a purchaser pursuant to which the Company agreed to sell, in the Aug 28 Registered Direct Offering, (i) 837,500 shares of Common Stock, and (ii) Aug 30 Pre-Funded Warrants to purchase up to 138,110 Aug 30 Pre-Funded Warrant Shares. In a concurrent private placement, the Company offered Aug 30 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one Aug 30 Common Warrant to accompany each Aug 30 Share or Aug 30 Pre-Funded Warrant sold in the offering, and to purchase in the aggregate up to 975,610 Aug 30 Common Warrant Shares. The public offering price for each Aug 30 Share was $5.125 and the public offering price for each Aug 30 Pre-Funded Warrant was $5.12499. The Aug 30 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 Aug 30 Common Warrants have an exercise price of $5.00 per share, are immediately exercisable and will expire five years from the date of issuance. The net proceeds of the offering, after deducting Roth's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Aug 30 Common Warrants, is approximately $4.6 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on August 30, 2024.

Security ownership of principal stockholders, directors and officers 6 changes

Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our common stock as of August 6, September 5, 2024 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 Armistice we do not know of any person who beneficially owns more than 5% of our common stock as of August 6, September 5, 2024. 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.

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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 5,263,700 8,524,708 shares of Common Stock outstanding as of August 6, September 5, 2024. 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 August 6, September 5, 2024 (subject to specified limits), at any time at the option of the holder, are deemed outstanding.

These shares are directly held by Armistice and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The number of shares beneficially owned includes (i) 582,000 1,605,688 shares of Common Stock issuable upon the exercise of common warrants issued in December 2023, May 2024, (ii) 1,605,688 2,170,000 shares of Common Stock issuable upon the exercise of common warrants issued in May July 2024, and (iii) 2,170,000 1,700,000 shares of Common Stock issuable upon the exercise of the 2024 Aug 21 Common Warrant, and (iv) 975,610 shares of Common Stock issuable upon the exercise of common warrants issued in August 2024, each of which are subject to beneficial ownership limitations that prohibit Armistice from exercising any portion of a warrant that would result in Armistice owning a percentage of our outstanding Common Stock exceeding the ownership limitations contained within each instrument (9.99% and 4.99%, respectively) after giving effect to the issuance of Common Stock in connection with Armistice's exercise. The percentage of shares owned assumes the exercise of all warrants held by Armistice, up to the beneficial ownership limitations described above. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

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Includes 18,661 26,661 shares of Common Stock and stock options/warrants to purchase 33,791 shares of Common Stock.

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Includes stock options to purchase 3,334 shares of Common Stock (11)

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Includes 27,959 44,689 shares of Common Stock and stock options/warrants to purchase 99,644 shares of Common Stock.

Selling stockholder 5 changes

The Common Stock being offered by the Selling Stockholder are those issuable to such Selling Stockholder, upon exercise of the 2024 Aug 21 Common Warrant, consisting of 2,170,000 1,700,000 shares of Common Stock. For additional information regarding the issuance of those Warrants, the Aug 21 Common Warrant, see "Prospectus Summary–Recent Developments–Registered Developments–August Registered Direct Offering" Offerings" above. We are registering the shares of Common Stock issuable upon exercise of the 2024 Aug 21 Common Warrant in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for as noted in this prospectus, the Selling Stockholder has had any material relationship with us within the past three years.

The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by such Selling Stockholder. The second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholder as of August 6, September 5, 2024. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholder.

In accordance with the terms of the 2024 Aug 21 Common Warrant, this prospectus generally covers the resale of the maximum number of shares of Common Stock issuable upon exercise of the 2024 Aug 21 Common Warrant, determined as if the outstanding Aug 21 Common Warrant was exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants. Aug 21 Common Warrant. The fourth column assumes the sale of all of the shares offered by each Selling Stockholder pursuant to this prospectus.

Under the terms of the 2024 Aug 21 Common Warrant, the Selling Stockholder may not exercise the 2024 Aug 21 Common Warrant to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrant which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. Each Selling Stockholder may sell all, some or none of their shares in this offering. See "Plan of Distribution."

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The number of shares beneficially owned includes 2,170,000 1,700,000 shares of Common Stock issuable upon exercise of the 2024 Aug 21 Common Warrant. The warrants are subject to a beneficial ownership limitation of 4.99%, 9.99%, which limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of Common Stock in excess of the beneficial ownership limitation. The shares owned before and after this offering assumes the exercise of all warrants held by the Selling Stockholder, notwithstanding the existence of the beneficial ownership limitations described above.

Description of the securities 1 change

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As of August 6, September 5, 2024, there were 5,263,700 8,524,708 shares of Common Stock outstanding and no shares of preferred stock outstanding. As of August 6, September 5, 2024, there are outstanding warrants to purchase 4,532,937 6,617,747 shares of Common Stock with a weighted average exercise price of $5.22 $5.37 per share. An additional 333,648 shares of Common Stock are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 133,648 328,648 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $28.39 $12.83 per share.

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Note 5: Stockholders ' Equity 1 change

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2,170,000 1,700,000 Shares of Common Stock

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Exhibits 30 changes

1 unchanged paragraph

Form of Stock Certificate representing the Company ' s Common Stock, par value $0.001 per share (24) 4.2 Form of Common Stock Purchase Warrant, dated September 29, 2020 (11) 4.3 Form of Warrant Agent Agreement (10) 4.4 Form of Warrant issued to certain Management Creditors, dated September 29, 2020 (10) 4.5 Form of Common Stock Purchase Warrant, dated June 26, 2020 (9) 4.6 Form of Underwriters Warrant Agreement dated February 11, 2021 (14) 4.7 Form of Common Stock Purchase Warrant, dated September 28, 2021 (16) 4.8 Common Stock Purchase Warrant, dated December 2, 2023 (23) 4.9 Form of Pre-Funded Warrant, dated May 21, 2024 (26) 4.10 Form of Common Warrant, dated May 21, 2024 (26) 4.11 Form of Pre-Funded Warrant, dated July 12, 2024 (28) 4.12 Form of Common Warrant, dated July 12, 2024 (28) 4.13 Form of Pre-Funded Warrant, dated August 21, 2024 (30) 4.14 Form of Common Warrant, dated August 21, 2024 (30) 4.15 Form of Pre-Funded Warrant, dated August 30, 2024 (31) 4.16 Form of Common Warrant, dated August 30, 2024 (31) 5.1* Opinion of Womble Bond Dickinson (US) LLP 10.1** Employment Agreement between GeoVax Labs, Inc. and David A. Dodd (5) 10.2** Employment Agreement between GeoVax, Inc. and Mark W. Reynolds (3) 10.2.1** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark W. Reynolds (4) 10.3** Employment Agreement between GeoVax, Inc. and Mark J. Newman, PhD, as Amended and Restated March 9, 2022 (18) 10.3.1** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (19) 10.4** Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (21) 10.4.1** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (21) 10.5** Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (19) 10.5.1** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (19) 10.6** GeoVax Labs, Inc. 2020 Stock Incentive Plan, as amended and restated August 11, 2021 (8) 10.6.1** Form of Non-Qualified Stock Option Agreement (2020 Stock Incentive Plan) (15) 10.6.2** GeoVax Labs, Inc. 2023 Stock Incentive Plan (20) 10.7 License Agreement (as amended and restated) between GeoVax, Inc. and Emory University (2) 10.8 Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (12) *** 10.9 Patent and Biological Materials License Agreement for Internal Research Use with the National Institute of Allergy and Infectious Diseases, dated November 25, 2020 (13) *** 10.10 Office and Laboratory Lease between UCB, Inc. and GeoVax, Inc. (7) 10.10.1 Amendment to Office Lease Agreement between UCB, Inc. and GeoVax, Inc. (21) 10.11 Summary of the GeoVax Labs, Inc. Director Compensation Plan (18) 10.12 Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (16) *** 10.13 Exclusive License Agreement by and between GeoVax, Inc. and City of Hope, dated November 9, 2021 (17) *** 10.13.1 Amendment to Exclusive License Agreement, dated April 11, 2023, between GeoVax, Inc. and City of Hope (22) *** 10.14 Securities Purchase Agreement, dated May 16, 2024 (26) 10.15 Securities Purchase Agreement, dated July 11, 2024 (28) 10.16 Securities Purchase Agreement, dated August 20, 2024 (30) 10.17 Securities Purchase Agreement, dated August 28, 2024 (31) II-4 10.18 RRPV Base Agreement No. 2024-564, dated April 2, 2024, by and between GeoVax, Inc. and Advanced Technology International (29) 10.17 10.19 RRPV Project Award No. 001, dated June 12, 2024, by and between Advanced Technology International (RRPV Consortium Management Firm) and GeoVax, Inc. (29) *** 21.1 Subsidiaries of the Registrant (6) 23.1* Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344) 23.2* Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1) II-4 101.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* Filing Fee Table ___________________ * Filed herewith.

30 unchanged paragraphs

Incorporated by reference from the registrant's Current Report on Form 8-K filed August 21, 2024 (31) Incorporated by reference from the registrant's Current Report on Form 8-K filed August 30, 2024 (a) The undersigned Registrant hereby undertakes:

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

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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

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

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

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

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

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

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

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

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

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Smyrna, State of Georgia, on September 6, 2024.

Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT , that each person whose signature appears below constitutes and appoints David A. Dodd and Mark W. Reynolds and each of them, any of whom may act without the joinder of the other, his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Mark W. Reynolds

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Dean G. Kollintzas

/s/ Robert T. McNally

/s/ John N. Spencer, Jr.

John N. Spencer, Jr.