GeoVax Labs: securities offering

Cover page 4 changes

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1,700,000 975,610 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 1,700,000 975,610 shares (the "Aug 21 30 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 "Aug 21 30 Common Warrant") issued in a private placement on August 21, 30, 2024 by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company ("Armistice").

We will not receive any proceeds from the sale of the Aug 21 30 Warrant Shares covered by this prospectus by the Selling Stockholder (as defined herein). All net proceeds from the sale of the Aug 21 30 Warrant Shares covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the Aug 21 30 Common Warrant. See "Use of Proceeds."

The Selling Stockholder may sell all or a portion of the Aug 21 30 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."

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Prospectus summary 9 changes

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Squamous Cell Head & Neck Cancer

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Regulatory Discussions &

Regulatory Discussions & Manufacturing Scale-up

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Shares of Common Stock

1,700,000 975,610 shares of Common Stock by the Selling Stockholder, consisting entirely of shares of Common Stock issuable upon the exercise of the Aug 21 30 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 Aug 21 30 Common Warrant. See "Use of Proceeds."

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1,700,000 975,610 shares of Common Stock issuable upon the exercise of the Aug 21 30 Common Warrant with an exercise price of $5.00 per share;

4,917,747 5,642,137 shares of Common Stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $5.50 $5.44 per share ● 333,648 shares of Common Stock which are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 328,648 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $12.83 per share.

Risk factors 1 change

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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 Aug 21 30 Common Warrant, there are warrants exercisable for approximately 4.9 5.6 million shares with a weighted average exercise price of $5.50 $5.44 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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Use of proceeds 2 changes

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We will receive proceeds from any cash exercise of the Aug 21 30 Common Warrant and related issuance of shares of Common Stock. If the Aug 21 30 Common Warrant is exercised for cash in full, the gross proceeds would be approximately $8.5 $4.9 million. We intend to use the net proceeds from the exercise of the Aug 21 30 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 Aug 21 30 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 1,700,000 975,310 shares of Common Stock in the Aug 21 28 Registered Direct Offering (inclusive of 339,269 138,110 shares of Common Stock issuable upon the exercise of pre-funded warrants), (ii) receipt of the gross proceeds from the Aug 21 28 Registered Direct Offering after deducting commissions and offering expenses payable by us, and (iii) the issuance of 1,700,000 975,610 shares of Common Stock issuable upon the exercise of the Aug 21 30 Common Warrant at a price of $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 7,578,700 6,129,920 shares as adjusted as of that date, and do not include:

4,917,747 5,642,137 shares of Common Stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $5.50 $5.44 per share ● 333,648 shares of Common Stock which are reserved for issuance under our 2020 and 2023 Stock Incentive Plans, of which 328,648 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $12.83 per share.

Business 2 changes

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Regulatory Discussions &

Regulatory Discussions & Manufacturing Scale-up

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Executive compensation 1 change

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Compensation Earnings

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Security ownership of principal stockholders, directors and officers 2 changes

Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our common stock as of September 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 September 5, 6, 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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These shares are directly held by Armistice and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The number of shares beneficially owned includes (i) 1,605,688 shares of Common Stock issuable upon the exercise of common warrants issued in May 2024, (ii) 2,170,000 shares of Common Stock issuable upon the exercise of common warrants issued in July 2024, (iii) 1,700,000 shares of Common Stock issuable upon the exercise of the Aug 21 common Warrant, warrants issued in August 2024, and (iv) 975,610 shares of Common Stock issuable upon the exercise of the Aug 30 Common warrants issued in August 2024, Warrant, 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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Selling stockholder 4 changes

The Common Stock being offered by the Selling Stockholder are those issuable to such Selling Stockholder, upon exercise of the Aug 21 30 Common Warrant, consisting of 1,700,000 975,610 shares of Common Stock. For additional information regarding the issuance of the Aug 21 30 Common Warrant, see "Prospectus Summary–Recent Developments–August Registered Direct Offerings" above. We are registering the shares of Common Stock issuable upon exercise of the Aug 21 30 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.

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In accordance with the terms of the Aug 21 30 Common Warrant, this prospectus generally covers the resale of the maximum number of shares of Common Stock issuable upon exercise of the Aug 21 30 Common Warrant, determined as if the outstanding Aug 21 30 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, without regard to any limitations on the exercise of the Aug 21 30 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 Aug 21 30 Common Warrant, the Selling Stockholder may not exercise the Aug 21 30 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 1,700,000 975,610 shares of Common Stock issuable upon exercise of the Aug 21 30 Common Warrant. The warrants are subject to a beneficial ownership limitation of 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.

Financial statements 51 changes

Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2024 and 2023 (unaudited) Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) for the three-month and six-month periods ended June 30, 2024 and 2023 (unaudited) Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2024 and 2023 (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents

Total current assets

Property and equipment, net

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Notes payable and accrued interest – related parties

Total current liabilities

Commitments (Note 5)

Stockholders' equity (deficit):

Common stock, $ .001 par value:

Authorized shares – 150,000,000 and 600,000,000 at June 30, 2024 and December 31, 2023, respectively Issued and outstanding shares – 4,178,700 and 1,977,152 at June 30, 2024 and December 31, 2023, respectively 4,179 1,977 Additional paid-in capital 112,964,554 110,125,146 Accumulated deficit ( 115,277,959 ) ( 104,363,785 ) Total stockholders' equity (deficit) ( 2,309,226 ) 5,763,338 Total liabilities and stockholders' equity (deficit) $ 4,095,070 $ 9,283,219 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

Other income (expense):

Total other income (expense)

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 (DEFICIT) (Unaudited) Three-Month and Six-Month Periods Ended June 30, 2024 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2023 1,977,152 $ 1,977 $ 110,125,146 $ ( 104,363,785 ) $ 5,763,338 Issuance of common stock for services 6,703 37,493 - 37,500 Issuance of common stock upon warrant exercises 269,032 ( 269 ) - - Fractional share roundup following reverse split 55,422 ( 55 ) - - Stock option expense - - 103,569 - 103,569 Net loss for the three months ended March 31, 2024 - - - ( 5,850,132 ) ( 5,850,132 ) Balance at March 31, 2024 2,308,309 2,308 110,265,884 ( 110,213,917 ) $ 54,275 Sale of common stock and warrants for cash 220,000 1,209,318 - 1,209,538 Issuance of common stock upon warrant exercises 1,650,391 1,651 1,387,712 - 1,389,363 Stock option expense - - 101,640 - 101,640 Net loss for the three months ended June 30, 2024 - - - ( 5,064,042 ) ( 5,064,042 ) Balance at June 30, 2024 4,178,700 $ 4,179 $ 112,964,554 $ ( 115,277,959 ) $ ( 2,309,226 ) Three-Month and Six-Month Periods Ended June 30, 2023 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2022 1,755,664 $ 1,756 $ 104,995,301 $ ( 78,397,023 ) $ 26,600,034 Issuance of common stock for services 7,246 74,993 - 75,000 Stock option expense - - 228,039 - 228,039 Net loss for the three months ended March 31, 2023 - - - ( 4,037,916 ) ( 4,037,916 ) Balance at March 31, 2023 1,762,910 1,763 105,298,333 ( 82,434,939 ) $ 22,865,157 Stock option expense - - 226,013 - 226,013 Net loss for the three months ended June 30, 2023 - - - ( 5,927,620 ) ( 5,927,620 ) Balance at June 30, 2023 1,762,910 $ 1,763 $ 105,524,346 $ ( 88,362,559 ) $ 17,163,550 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:

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 issuance of notes payable – related parties

Net proceeds from sale of common stock and warrants

Net proceeds from warrant exercise

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash financing activities:

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

See accompanying notes to condensed consolidated financial statements.

Note 5: Stockholders ' Equity 1 change

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1,700,000 975,610 Shares of Common Stock

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