GeoVax Labs: securities offering

Cover page 28 changes

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

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

As confidentially submitted to Filed with the Securities and Exchange Commission on June 2, 16, 2025

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SUBJECT TO COMPLETION, DATED , JUNE 16, 2025

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Up to 6,147,541 Common Units

Each Common Unit Consisting of

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Two Common Warrants to Purchase One Share of Common Stock

Up to 6,147,541 Pre-Funded Units

Each Pre-Funded Unit Consisting of

One Pre-Funded Warrant to Purchase One Share of Common Stock and

Two Common Warrants to Purchase One Share of Common Stock

Up to 18,442,623 Shares of Common Stock Underlying the Warrants

This prospectus relates to a best efforts public offering of up to 6,147,541 common units (each a Common Unit and, collectively, the Common Units) at an assumed offering price of $ $1.22 per Common Unit, each Common Unit consisting of one share of common stock, $0.001 par value per share (the Common Stock), of GeoVax Labs, Inc. (GeoVax, us, we or the Company) and two common warrants to purchase one share of Common Stock (each a Common Warrant and, collectively, the Common Warrants). Each Common Warrant is immediately exercisable for one share of Common Stock at an exercise price of $ $1.22 per share (100% of the price of each share of Common Stock sold in this offering) and will expire five years from the date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and 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 they so choose, pre-funded units (each, a Pre-Funded Units and, collectively, the Pre-Funded Units, and, together with the Common Units, the Units) in lieu of the Common Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of Common Stock (each, a Pre-Funded Warrant and, collectively, the Pre-Funded Warrants and, together with the Common Warrants, the Warrants) and two Common Warrants. The purchase price of each Pre-Funded Unit will equal the price per Common Unit, minus $0.00001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.00001 per share. There can be no assurance that we will sell any of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. Because we will issue two Common Warrants as part of each Unit, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of the Common Units and Pre-Funded Units sold.

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Our Common Stock is listed on the Nasdaq Capital Market under the symbol "GOVX." On , June 10, 2025, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $ $1.22 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

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We have engaged Roth Capital Partners, LLC (the placement agent) to act as placement agent in connection with this offering. The placement agent has agreed to use its reasonable "best efforts" to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to compensate the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. We expect that the offering will settle delivery versus payment/receipt versus payment. Accordingly, we and the placement agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus. This offering will end on June 30, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date, except that the Warrant Shares will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act).

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

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We have engaged Roth Capital Partners, (the "placement agent") LLC to act as placement agent for this offering, in exchange for a fee of 7.0% of the aggregate offering price of the Units sold in this offering. We have also agreed to reimburse the placement agent for certain expenses. For additional agent compensation information, see "Plan of Distribution" on page 62 63 of this prospectus.

We estimate the total expenses of this offering, including amounts reimbursed to the placement agent, will be approximately $ . $700,000.

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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 5 6 of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these securities.

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

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GeoVax Labs, Inc. (GeoVax, us, we or the Company) is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and solid tumor cancers using novel proprietary platforms. The Company's lead infectious disease vaccine clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine which is currently being evaluated in three ongoing Phase 2 clinical trials for COVID-19 as further described in the "Business" section.

The Company's lead clinical program in oncology is evaluating a novel oncolytic solid tumor gene-directed therapy, Gedeptin®, having recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial in first recurrent head and neck cancer, evaluating Gedeptin® combined with an immune checkpoint inhibitor is planned Additionally, the Company is developing GEO-MVA, a vaccine targeting Mpox and smallpox, with clinical evaluation expected to begin in early for 2026.

Additionally, GeoVax is developing GEO-MVA, a vaccine targeting Mpox and smallpox. Based on recent guidance from the European Medicines Agency (EMA), the Company anticipates progressing directly to a Phase 3 clinical evaluation, expected to begin in mid-2026, omitting Phase 1 and Phase 2 trials.

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Vaccine against Mpox and smallpox (NCT TBD)

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Mpox & Smallpox Vaccine

Regulatory Discussion &

Manufacturing Scale-up

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The offering 17 changes

Common Stock Outstanding Prior to This Offering

Common Units Offered

Common Units, each Common Unit consisting of one share of our Common Stock and Warrant. two Common Warrants. The Common Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Common Stock and the Common Warrants are immediately separable and will be issued separately in this offering.

Pre-Funded Units Offered

We are also offering to those purchasers, if any, whose purchase of Common Units 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, Pre-Funded Units, each consisting of one Pre-Funded Warrant to purchase one share of our Common Stock and one Common Warrant. The Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Warrants are immediately separable and will be issued separately in this offering. For each Pre-Funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. The purchase price of each Pre-Funded Unit is equal to the price per Common Unit being sold to the public in this offering, minus $0.00001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit is $0.00001 per share. Because we will issue two Common Warrants as part of each Unit or Pre-Funded Unit, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of the Units and Pre-Funded Units sold.

Each Common Warrant will have an exercise price of $ $1.22 per share (100% of the public offering price of each Common Unit), is exercisable immediately and will expire five years from the date of issuance. In the event of any exercise thereof, there is, at any time, no effective registration statement registering the Warrant Shares issuable upon such Common Warrants, or the prospectus contained therein is not available for the issuance of such Warrant Shares, then such Common Warrants may also be exercised on a cashless basis for a net number of shares, as provided in the formula in the Common Warrants.

The Common Warrants include certain mechanisms, including certain standard adjustment provisions. To better understand the terms of the Common Warrants, you should carefully read the "Description of Securities That We Are Offering" section of this prospectus. You should also read the forms form of the Warrants, Common Warrant, which are is filed as exhibits an exhibit to the registration statement of which this prospectus forms a part. This offering also relates to the shares of Common Stock issuable upon exercise of the Common Warrants.

Each Pre-Funded Warrant will be immediately exercisable at an exercise price of $0.00001 per share of our Common Stock and may be exercised at any time until exercised in full, and the Pre-Funded Warrants may also be exercised on a cashless basis for a net number of shares, as provided in the formula in the Pre-Funded Warrants. To better understand the terms of the Pre-Funded Warrants, you should carefully read the "Description of Securities That We Are Offering" section of this prospectus. You should also read the form of Pre-Funded Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part. This offering also relates to the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

$1.22 per Common Unit and $1.21999 per Pre-Funded Unit

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shares, assuming none of the warrants issued in this offering are exercised.

Common Stock Outstanding After This Offering

22,072,134 shares (1), assuming no sale of any Pre-Funded Units and no exercise of the Warrants issued in this offering.

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We estimate that we will receive net proceeds of approximately $ $6.8 million from our sale of Units in this offering, after deducting estimated placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures, and working capital.

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123,000 shares of Common Stock issuable upon the exercise of pre-funded warrants with an exercise price of $0.0001 per share;

Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. See "Risk Factors" beginning on page 5 6 to read about factors you should consider before buying our shares of Common Stock.

(1) The number of shares of our Common Stock outstanding after the completion of this offering is based on 15,801,593 15,924,593 shares of our Common Stock outstanding as of May 30, June 13, 2025, and excludes as of such date:

10,052,862 shares of Common Stock issuable upon the exercise of other outstanding warrants with a weighted average exercise price of $2.61 per share; and ● 2,033,648 shares of Common Stock which are reserved for issuance under our Stock Incentive Plans, of which 1,138,948 shares of Common Stock are issuable upon exercise of outstanding options with a weighted-average exercise price of $5.48 per share.

Risk factors 3 changes

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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. Additionally, even if we secure funding, such funding may be revoked if the agreements underlying the funding are terminated. For example, the Biomedical Advanced Research and Development Authority (BARDA) of the U.S. Department of Health and Human Services (HHS) terminated a contract with us which would have made available an aggregate amount of up to $26.2 million (which may have increased to as much as $45 million). 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.

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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. There are pre-funded warrants currently exercisable for 123,000 shares and other warrants currently exercisable for approximately 10.1 million shares with a weighted average exercise price of $2.61 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. Further, if the Warrants issued in connection with this offering are exercised, investors in this offering could experience further dilution.

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The Warrants offered in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Common Warrants may exercise their right to acquire the Common Stock and pay an exercise price of % 100% of the public offering price of the Common Units in this offering, prior to five years from the date of issuance, after which date any unexercised Common Warrants will expire and have no further value. Moreover, following this offering, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the Warrants.

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Use of proceeds 1 change

We estimate that our net proceeds from the sale of 6,147,541 Units in this offering will be approximately $ , $6.8 million, after deducting the estimated placement agent fees as well as estimated offering expenses payable by us. We will only receive additional proceeds from the exercise of the Warrants if such Warrants are exercised at the exercise price of $ $1.22 per share and the holders of such Warrants pay the exercise price of such Warrants in cash. We intend to use the net proceeds from this offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures, and working capital.

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Market for the common stock 2 changes

On September 25, 2020, our Common Stock began trading on The Nasdaq Capital Market under the symbol GOVX. The closing price of our Common Stock on the Nasdaq Capital Market on May , June 10, 2025 was $ . $1.22.

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As of May 30, June 13, 2025, there were 24 holders of record of our Common Stock. A substantial number of our shares of Common Stock are held in street name and may, therefore, be held by additional beneficial owners. This number does not include beneficial owners for whom our securities are held by nominees in street name.

Capitalization 3 changes

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on an as adjusted basis to give effect to the issuance and sale by us of 6,147,541 Units in this offering at the assumed public offering price of $ $1.22 per Unit, after deducting the estimated placement agent fees and estimate offering expenses payable by us.

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The table and discussion above are based on 13,839,478 shares of Common Stock outstanding as of March 31, 2025, and 19,987,019 shares as adjusted, and do not include, as of that date:

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10,052,862 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $2.61 per share ( (22,347,944 shares with a weighted average exercise price of $ $1.85 per share, as adjusted); and ● 1,138,948 shares of Common Stock issuable upon exercise of outstanding options under our Stock Incentive Plans, at an average exercise price of $5.48 per share.

Dilution 4 changes

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After giving effect to the sale of 6,147,541 Units by us in this Offering at a public offering price of $ $1.22 per share, and after deducting estimated placement agent fees and estimated offering expenses payable by us, our pro forma net tangible book value as of March 31, 2025 would have been approximately $ , $14,702,960, or $ $0.74 per share of Common Stock. This represents an immediate increase in pro forma net tangible book value of $ $0.17 per share to our existing stockholders and an immediate dilution of $ $0.48 per share to investors purchasing Unit in this Offering.

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Assumed public offering price per share (attributing no value to the warrants) $ 1.22 Net tangible book value per share as of March 31, 2025 $ 0.57 Increase in net tangible book value per share attributable to new investors $ 0.17 Pro forma net tangible book value per share after this Offering $ 0.74 Dilution per share to new investors $ 0.48 The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. The foregoing discussion and table do not take into account further dilution to new investors that could occur upon the exercise of outstanding warrants having a per share exercise or conversion price less than the per share offering price to the public in this offering. We may also choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The table and discussion above are based on 13,839,478 shares of Common Stock outstanding as of March 31, 2025, and 19,987,019 shares as adjusted, and do not include, as of that date:

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10,052,862 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $2.61 per share ( (22,347,944 shares with a weighted average exercise price of $ $1.85 per share, as adjusted); and ● 1,138,948 shares of Common Stock issuable upon exercise of outstanding options under our Stock Incentive Plans, at an average exercise price of $5.48 per share.

Business 39 changes

GeoVax Labs, Inc. (GeoVax, us, we or the Company) is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and solid tumor cancers using novel proprietary platforms. The Company's lead infectious disease vaccine clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine which is currently being evaluated in three Phase 2 clinical trials, including:

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The Company's lead clinical program in oncology is evaluating a novel oncolytic solid tumor gene-directed therapy, Gedeptin®, having recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial in first recurrent head and neck cancer, evaluating Gedeptin® combined with an immune checkpoint inhibitor is planned Additionally, the Company is developing GEO-MVA, a vaccine targeting Mpox and smallpox, with clinical evaluation expected to begin in early for 2026.

Additionally, GeoVax is developing GEO-MVA, a vaccine targeting Mpox and smallpox. Based on recent guidance from the European Medicines Agency (EMA), the Company anticipates progressing directly to a Phase 3 clinical evaluation, expected to begin in mid-2026, omitting Phase 1 and Phase 2 trials.

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Vaccine against Mpox and smallpox (NCT TBD)

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Mpox & Smallpox Vaccine

Regulatory Discussions &

Manufacturing Scale-up

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COVID-19 vaccines currently authorized for use in in the United States are primarily designed to induce antibodies specific for the S protein of SARS-CoV-2 but rely on different mechanisms for approaches to presentation or expression of the S antigen, including recombinant proteins, whole inactivated virus, defective adenovirus vectors (three different types) or mRNA. Unfortunately, the continued adaptation and mutation of SARS-CoV-2 has resulted in the emergence of variants that are not optimally neutralized evade neutralization by antibodies induced by currently available vaccines, reducing clinical efficacy. This has required the continued adjustment of vaccine composition and the repeated administration of booster doses. Moreover, these current vaccines tend to stimulate only modest T-cell responses, which have been shown to be critical for induction of long-term immune memory and for protection against severe COVID-19 disease. Recently, the FDA indicated the likely need for continued vaccine adjustments and boosters at least annually, similar to the approach used for influenza virus vaccines.

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GEO-CM04S1 for Immunocompromised/Cell Transplant Patients – The CDC and other global public health agencies identify immunocompromised patients, including patients with cancer, particularly those who have received treatment for hematologic malignancy, as highest risk for SARS-CoV-2 disease. SARS-CoV-2 infection can be very serious in these vulnerable patient groups, with hematologic cancer patients, including those receiving autologous (auto) and allogeneic (allo) hematopoietic cell transplant (HCT), and recipients of chimeric antigen receptor (CAR)-T cell therapies among the most vulnerable.

On April 11, 2025, we received written notification from ATI (the Notice) directing the Company to immediately cease all work related to the ATI-RRPV Contract. The Notice instructed GeoVax to halt all activities associated with the project agreement, including all subcontracting, procurement of materials, and any other project-related expenditures. The Notice indicated that BARDA determined to terminate the contract for convenience to the government pursuant terms contained in the ATI-RRPV Contract. Up to the point in time of receiving the Notice, GeoVax had met all of the milestone requirements of the ATI-RRPV Contract.

GEO-CM04S1 for Immunocompromised/Cell Transplant Patients – The CDC and other global public health agencies identify immunocompromised patients, including patients with various solid tumors and blood cancers, including those who receive stem cell transplants and CAR-T therapy, as those at highest risk for severe SARS-CoV-2 disease.

Our vaccine candidate, GEO-CM04S1, is based on utilizes a synthetic, attenuated Modified Vaccinia Ankara (sMVA) vector expressing both spike (S) and nucleocapsid (N) antigens of the SARS-CoV-2 virus and was initially developed at City of Hope (COH) Medical Center for immunocompromised patients. In a placebo-controlled Phase 1 clinical trial of healthy adults conducted by COH, GEO-CM04S1 was shown to be safe and immunogenic. In November 2021, GeoVax entered into a license agreement with COH, granting GeoVax exclusive worldwide rights to further develop and commercialize the vaccine.

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CLL Study . GEO-CM04S1 is also being studied in an investigator-initiated clinical trial (ClinicalTrials.gov Identifier: NCT05672355), as a booster vaccine in immunocompromised patients with chronic lymphocytic leukemia (CLL). Despite a high vaccination rate, CLL patients may be at high risk for lethal COVID-19 infection due to their compromised ability to generate protective antibody responses against COVID SARS-Cov-2 infections or to currently available vaccines. GEO-CM04S1 may be more effective at inducing protective immunity in CLL patients since MVA strongly induces T cell expansion even in the background of immunosuppression. Targeting both the S and N protein antigens broaden the specificity of the immune responses and may mitigate against the loss of reduced efficacy associated with the inadequate antibody responses. The study is examining the use of two injections of GEO-CM04S1 three months apart to assess immune responses and safety in these vulnerable patients, with the Pfizer-BioNTech Bivalent vaccine as the control arm.

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In February 2024, we announced positive initial safety and immune response findings at one month following vaccine administration. While the study is designed to evaluate the safety and immunogenicity of two GEO-CM04S1 dose levels. The trial remains blinded to dose of vaccine received, with study subjects being followed for a total of one year. To date, there have been no serious adverse events, and adverse events were in line with other routine vaccinations. The immunological responses measured throughout the study period include binding antibodies, as well as neutralizing antibodies against multiple SARS-CoV-2 variants (including contemporaneous Omicron variants) and specific T-cell responses. Consolidated data from all subjects tested one-month post-vaccination documented statistically significant increases in neutralizing antibody responses against multiple SARS-CoV-2 variants, ranging from the original Wuhan strain through Delta and Omicron XBB 1.5; additional testing against the JN.1 variant is underway.

Patient enrollment for this study has been completed. We expect data from this trial, which included a 1-year follow-up, to be available during 2025.

Because GEO-CM04S1 is designed to stimulate potent humoral and cellular immune responses against both the S and N proteins of SARS-CoV-2, GeoVax believes its administration as a booster will induce a broader and more sustained immune response than that seen after mRNA vaccine boosting. In addition, GEO-CM04S1 may offer better protection against addresses the significant waning effectiveness observed with current COVID-19 vaccines over time, due to the constant sequence variation observed with the S antigen because the N antigen tends not to change significantly amongst variants.

The Phase 1 trial of GEO-CM04S1 (known at the time as COH-CM04S1) was designed as a dose-escalation safety study in healthy individuals between the ages of 18 to 55, who had not been previously infected or vaccinated with SARS-CoV-2. The primary objectives were to evaluate the safety, tolerability and immunogenicity of the GEO-CM04S1 administered at three different dose levels by intramuscular (IM) injection. All dose levels induced strong antibody and T cell responses after two injections in these immunologically naïve subjects.

The Phase 2 booster study includes 63 healthy adults who were previously vaccinated with one of the FDA-approved SARS-CoV-2 mRNA vaccines, manufactured by either Pfizer/BioNTech or Moderna. The study is was designed as a comparison trial to evaluate the safety profile and immunogenicity of 2 dose levels of GEO-CM04S1 when administered as a heterologous booster. The study enrolled63 healthy adults who were previously vaccinated with one of the FDA-approved SARS-CoV-2 mRNA vaccines. The immunological responses measured throughout the study will include included SARS-CoV-2 binding antibodies, as well as neutralizing antibody and T-cell responses against SARS-CoV-2 variants of concern (VOC), including the Delta and contemporaneous s Omicron variants.

In February 2024, we announced positive initial safety and immune response findings at one month following vaccine administration. Follow-up of enrolled participants was completed in Sept 2024. No serious adverse events associated with receipt of the vaccine were seen; all adverse events observed were in line with those seen with other routine vaccinations. The immunological responses measured throughout the study period included binding antibodies, as well as neutralizing antibodies against multiple SARS-CoV-2 variants (including Omicron variants) and specific T-cell responses. Formal analysis of safety and immunologic data from this trial are ongoing, with a final study report expected during the second half of 2025.

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We have initiated activities in support of a Phase 2 clinical study, evaluating Gedeptin therapy in combination with an approved immune check point inhibitor (ICI) in first recurrent head and neck cancer scheduled for resection with curative intent. Key endpoints will include pathologic response rates and overall treatment outcomes. This study is anticipated to be a single cycle trial with surgery to follow in approximately 36 patients with pathologic response rate as the primary endpoint. We have initiated the necessary planning activities, including protocol development, manufacturing and CRO selection, with the trial anticipated to begin in 2026.

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GeoVax is now evaluating development and regulatory pathways towards expanding the public health options available to reduce and manage the risk of Mpox worldwide. The Company intends to successfully develop and commercialize GEO-MVA, becoming the first U.S.-based supplier of MVA as a vaccine against Mpox and smallpox. Clinical evaluation of the vaccine is expected to begin in early 2026. We have recently produced a cGMPclinical batch of GEO-MVA to support our clinical programs.

We recently received positive Scientific Advice from the European Medicines Agency (EMA) which confirmed the adequacy of GeoVax's proposed non-clinical immuno-bridging and toxicity studies to support progression to a Phase 3 study and a potential Marketing Authorization Application (MAA), assuming no unexpected findings occur. They also confirmed Phase 1 and Phase 2 trials could be omitted and that a single, robustly designed Phase 3 immuno-bridging trial against the approved MVA vaccine (Imvanex), if successful, would be sufficient to support an MAA for GEO-MVA via the centralized procedure. The EMA also concurred with the Company's proposed immunogenicity endpoints in order to demonstrate non-inferiority. GeoVax believes this guidance represents a potentially significant acceleration in the regulatory approval timeline.

Based on the EMA's Scientific Advice, we have initiated planning activities for a Phase 3 clinical evaluation of GEO-MVA, which we expect to initiate in mid-2026. We recently produced a cGMP clinical substance batch of GEO-MVA to support our clinical programs.

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Malaria Vaccine – Exploratory Research – According to data from the World Health Organization (WHO), globally, malaria causes 227 million infections and 619,000 deaths annually. Despite decades of vaccine research, vaccine candidates have failed to induce substantial protection. Most of these vaccines are based on individual proteins that induce immune responses targeting only one stage of the malaria parasite's life cycle. GeoVax's MVA-VLP malaria vaccine candidates incorporate antigens derived from multiple stages of the parasite's life cycle and are designed to induce an immune response with durable functional antibodies and CD4+ and CD8+ T cell responses, all hallmarks of an ideal vaccine-induced immune response.

We have collaborated with the Burnet Institute, a leading infectious diseases research institute in Australia, for the development of a vaccine to prevent malaria infection. The project included the design, construction, and characterization of multiple malaria vaccine candidates using GeoVax's GV-MVA-VLP™ vaccine platform combined with malaria Plasmodium falciparum and Plasmodium vivax sequences identified by the Burnet Institute. The vaccine design, construction, and characterization were performed at GeoVax with immunogenicity and challenge studies in animal models conducted at Burnet Institute using their unique functional assays.

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Further development of our Hemorrhagic Fever, Zika, Malaria and HIV programs will be dependent upon additional funding support via federal grants, corporate collaborations, or other sources.

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The reshoring and protection of the domestic biotech ecosystem – GeoVax potentially represents the first domestic source for smallpox and Mpox and smallpox vaccine production which is currently controlled by a single foreign entity. Advanced manufacturing transition to continuous cell lines (AGE1) enhances U.S. pandemic readiness and production resilience.

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Diversification beyond mRNA-based COVID-19 vaccines - HHS leadership is emphasizing alternative platforms due to durability and trust concerns with mRNA vaccines. GeoVax's MVA platform delivers multi-antigen, durable immune responses— which may be particularly effective in immunocompromised populations.

Proactive pandemic preparedness - Positioned for both U.S. and global deployment in response to emerging pathogens.

Global health equity & diplomatic reach - Assisting African countries in their quest to prevent an array of debilitating illnesses including those caused by Mpox, smallpox and hemorrhagic fever viruses. GeoVax has multiple products in advanced stages of development and supports U.S. goals of equitable access and health diplomacy amid Clade I Mpox concerns.

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GeoVax believes that its vaccine programs in Ebola, Sudan, Marburg, Malaria and Zika may each be eligible for a PRV and we intend to apply for a PRV at the appropriate time. There can be no assurance, however, that we will qualify or be approved for a PRV.

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In October 2021, the WHO approved the first malaria vaccine, RTS, S. It requires 4 doses and is based on a single antigen and has modest efficacy (approximately 50%, depending on the age of subjects), the WHO has defined a Road Map for developing and licensing of next generation malaria vaccines. More recently, a vaccine, R21/Matrix-M™️, jointly developed by Oxford University and the Serum Institute of India has met the WHO targeted efficacy to block both infection and transmission of malaria with at least a 75% efficacy rate.

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Distinguished Professor of Immunology and Surgery, University of Pittsburgh Teresa Lambe, PhD, OBE, FMedSCi Calleva Head of Vaccine Immunology, Oxford Vaccine Group, University of Oxford Harriet L. Robinson, PhD Chief Scientific Officer Emeritus, GeoVax Scott C. Weaver, PhD Director, University of Texas Medical Branch Institute for Human Infections and Immunity Human Capital Resources We currently have seventeen nineteen full-time employees. None of our employees are covered by collective bargaining agreements and we believe that our employee relations are good. We also engage consultants and independent contractors to fulfill key roles and/or provide expert services on both an ongoing and short-term basis.

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A clinical batch of GEO-MVA has recently been produced under cGMP production. We intend to begin clinical evaluation of the vaccine in early 2026.

We have initiated activities in support of a Phase 2 trial in first-recurrence head and neck cancer. The primary goal of this trial will be to establish efficacy of neoadjuvant Gedeptin therapy combined with an immune checkpoint inhibitor in squamous cell head and neck cancer. This trial is anticipated to be a single cycle trial with surgery to follow in approximately 36 patients with pathologic response rate as the primary endpoint. We have initiated the necessary planning activities, including protocol development, manufacturing and CRO selection, with the trial anticipated to begin in 2026.

GEO-MVA is the Company Company's vaccine candidate in development for protection against Mpox and smallpox. MVA is the vaccine recommended by both the WHO and the U.S. Centers for Disease Control and Prevention against both Mpox and smallpox, recognized for its safety and efficacy among all patient populations, including pregnant women, children and immunocompromised individuals. MVA is the vaccine currently used and stockpiled in the United States Strategic National Stockpile for immunization against potential bioterrorism threats based on the smallpox virus.

Based on recent guidance from the European Medicines Agency (EMA), we anticipate progressing directly to a Phase 3, clinical evaluation, expected to begin in mid-2026, omitting Phase 1 and Phase 2 trials. We recently produced a cGMP clinical substance batch of GEO-MVA to support our clinical programs.

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During 2024, we entered into the ATI-RRPV Contract, which is intended to advance development of GEO-CM04S1 in a Phase 2b clinical trial. Pursuant to the ATI-RRPV Contract, we expect to receive direct funding of $26.2 million (which may increase up to as much as $45 million) to fund the manufacturing of clinical materials and support for the Phase 2b clinical trial, including regulatory activities. Through December 31, 2024, we have recognized approximately $4.0 million in revenue pursuant to the ATI-RRPV Contract based on costs incurred. BARDA has made a separate award of approximately $343 million through its Clinical Studies Network to Allucent, a global clinical research organization, to execute the clinical trial as part of BARDA's Clinical Studies Network.

During 2024, we entered into the ATI-RRPV Contract, which was intended to advance development of GEO-CM04S1 in a Phase 2b clinical trial. On April 11, 2025, we received written notification from ATI (the Notice) directing the Company to immediately cease all work related to the ATI-RRPV Contract. During 2024 and 2025 (thru March 31), we recognized a total of approximately $5.6 million in revenue pursuant to the ATI-RRPV Contract based on costs incurred. We expect to recognize up to approximately $850,000 of additional revenue during the second quarter of 2025 as the contract is closed out.

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Security ownership of principal stockholders, directors and officers 3 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 May 30, June 13, 2025 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 Capital Master Fund Ltd. (Armistice) we do not know of any person who beneficially owns more than 5% of our Common Stock at that date. 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 15,801,593 15,924,593 shares of Common Stock outstanding as of May 30, June 13, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days after May 30, June 13, 2025 (subject to specified limits), at any time at the option of the holder, are deemed outstanding.

Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of Armistice Capital, LLC (Armistice Capital) on May 15, 2025. These shares are directly held by Armistice and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The number of shares beneficially owned includes (i) 1,605,688 shares of Common Stock issuable upon the exercise of common warrants issued in May 2024, (ii) 2,170,000 shares of Common Stock issuable upon the exercise of common warrants issued in July 2024, (iii) 2,675,610 shares of Common Stock issuable upon the exercise of common warrants issued in August 2024, (iv) 123,000 shares of Common Stock issuable upon the exercise of pre-funded warrants issued in March 2025, and (v) (iv) 3,435,115 shares of Common Stock issuable upon the exercise of common warrants issued in March 2025 which are subject to beneficial ownership limitations that prohibit Armistice from exercising any portion of such a warrant that would result in Armistice owning a percentage of our outstanding Common Stock exceeding the ownership limitations contained within such instrument after giving effect to the issuance of Common Stock in connection with Armistice's exercise. The percentage of shares owned assumes the exercise of all warrants held by Armistice, up to the beneficial ownership limitations described above. The address of Armistice is 510 Madison Avenue, 7th Floor, New York, NY 10022.

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Description of the securities 6 changes

We are offering (i) up to 6,147,541 Common Units at an assumed offering price of $ $1.22 per Common Unit, each Common Unit consisting of (i) (A) one share of our Common Stock and (B) two Common Warrants, and (ii) up to 6,147,541 Pre-Funded Units at an assumed offering price of $1.21999 per Pre-Funded Unit, each Pre-Funded Unit consisting of (A) one Pre-Funded Warrant and (B) two Common Warrants. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock included in the Common Units will be issued separately from the Common Warrants included in the Common Units, and the Pre-Funded Warrants included in the Pre-Funded Units will be issued separately from the Common Warrants included in the Pre-Funded Warrants. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Warrants offered hereby.

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As of May 30, June 13, 2025, there were 15,801,593 15,924,593 shares of Common Stock outstanding and no shares of preferred stock outstanding. As of that date, there were outstanding pre-funded warrants to purchase 123,000 shares of Common Stock with an exercise price of $0.0001 per share and other outstanding warrants to purchase 10,052,862 shares of Common Stock with a weighted average exercise price of $2.61 per share. An additional 2,033,648 shares of Common Stock are reserved for issuance under our Stock Incentive Plans, of which 1,138,948 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $5.48 per share.

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

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

Each Pre-Funded Warrant offered hereby has an initial exercise price per share equal to $0.00001. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

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

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Plan of distribution 8 changes

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

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

We are offering on a "best efforts" basis (i) up to 6,147,541 Common Units, each consisting of one share of Common Stock and two Common Warrants and (ii) up to 6,147,541 Pre-Funded Units, each consisting of one Pre-Funded Warrant and Two Common Warrants.

Each Warrant will be exercisable for one common share of Common Stock. The exercise price of each Common Warrant will equal the per Common Unit offering price hereunder, which we have assumed to be $ $1.22 based on the closing price of our common shares rounded to the nearest whole cent on the Nasdaq Capital Market on , June 10, 2025. The Common Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised until the fifth anniversary of the date of issuance. The exercise price of each Pre-Funded Warrant will be $0.00001. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

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Our common stock is currently listed on The Nasdaq Capital Market under the symbol "GOVX." On , June 10, 2025, the reported closing price per share of our common stock was $ . $1.22. The final public offering price will be determined between us and the representative, and may be at a discount to the current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. There is no established public trading market for the Warrants, and we do not expect such markets to develop. In addition, we do not intend to apply for a listing of the Warrants on any national securities exchange or other nationally recognized trading system.

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The estimated offering expenses payable by us, exclusive of the placement agent fees, are approximately $ (including approximately $ which we have already paid and $175,000 which have been excluded from the net proceeds we will receive from this offering described under " "Use of Proceeds"), "), which includes our legal, accounting and printing costs and various other fees associated with registration and listing of our common stock. We have agreed to reimburse the placement agent for their reasonable out-of-pocket expenses incurred in the offering, including fees and disbursements of legal counsel to the representative, in an aggregate amount not to exceed $100,000.

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Because this is a best efforts offering, the placement agent does not have an obligation to purchase any securities. This offering will terminate on , June 30, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We expect that the offering will settle delivery versus payment ("DVP")/receipt payment/receipt versus payment. ("RVP"). Accordingly, we and the placement agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We and each of our officers and directors have agreed with the placement agent to be subject to a lock-up period ending 90 60 days following the closing of this offering. During the lock-up period, we and such individuals and stockholders agreed, subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, common stock. Specifically, we and such individuals agreed, in part, subject to certain exceptions, not to:

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Notes to the financial statements 1 change

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Authorized shares – 150,000,000 and 600,000,000 at March 31, 2025 and December 31, 2024 respectively Issued and outstanding shares – 13,839,478 and 10,536,875 at March 31, 2025 and December 31, 2024, respectively 13,839 10,537 Additional paid-in capital 142,597,923 134,394,079 Accumulated deficit ( 134,713,732 ) ( 129,356,081 ) Total stockholders' equity 7,898,030 5,048,535 Total liabilities and stockholders' equity $ 10,833,364 $ 8,155,867 See accompanying notes to condensed consolidated financial statements.

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Note 4: Commitments 8 changes

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Up to 6,147,541 Common Units

Each Common Unit Consisting of

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Two Common Warrants to Purchase One Share of Common Stock

Up to 6,147,541 Pre-Funded Units

Each Pre-Funded Unit Consisting of

One Pre-Funded Warrant to Purchase One Share of Common Stock and

Two Common Warrants to Purchase One Share of Common Stock

Up to 18,442,623 Shares of Common Stock Underlying the Warrants

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Other Expenses of Issuance and Distribution 2 changes

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

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Transfer agent and registrar fees and expenses

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Exhibits 5 changes

Placement Agency Agreement

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Form of Pre-Funded Warrant

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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 (16) 10.3.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (17) 10.4*** Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (19) 10.4.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (19) 10.5*** Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (17) 10.5.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (17) 10.6*** GeoVax Labs, Inc. 2020 Stock Incentive Plan (8) 10.6.1*** GeoVax Labs, Inc. 2023 Stock Incentive Plan (18) 10.6.2*** GeoVax Labs, Inc. 2025 Stock Incentive Plan (31) 10.7 Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (11) **** 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 (12) **** 10.9 Office and Laboratory Lease between UCB, Inc. and GeoVax, Inc. (7) 10.9.1 Amendment to Office Lease Agreement between UCB, Inc. and GeoVax, Inc. (19) 10.10 Summary of the GeoVax Labs, Inc. Director Compensation Plan (16) 10.11 Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (14) **** 10.12 License Agreement by and between GeoVax, Inc. and City of Hope, dated November 9, 2021 (15) **** 10.12.1 Amendment to License Agreement, dated April 11, 2023, between GeoVax, Inc. and City of Hope (20) **** 10.13 Securities Purchase Agreement, dated May 16, 2024 (23) 10.14 Securities Purchase Agreement, dated July 11, 2024 (25) 10.15 Securities Purchase Agreement, dated August 20, 2024 (27) 10.16 Securities Purchase Agreement, dated August 28, 2024 (28) 10.17 Securities Purchase Agreement, dated March 23, 2025 (30).

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Securities Purchase Agreement

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Incorporated by reference from the registrant's Registration Statement on Form S-8 filed June 6, 2025.

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Undertakings 5 changes

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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 this 16th day of , June, 2025.

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/s/ Mark W. Reynolds

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/s/ Dean G. Kollintzas

/s/ Robert T. McNally

/s/ John N. Spencer, Jr.

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