GeoVax Labs: securities offering

Cover page 5 changes

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1,269,316 865,804 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 1,269,316 865,804 shares (the March February 2026 Warrant Shares) of our common stock, par value $0.001 per share (the Common Stock), issuable upon the exercise of those certain common stock purchase warrants (the March February 2026 Common Warrants) issued to certain institutional investors (the Selling Stockholders) in connection with the warrant exercise inducement private placement offering which occurred on March 31, February 17, 2026 (the March February 2026 Warrant Inducement). Private Placement).

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

The Selling Stockholders may sell all or a portion of the March February 2026 Warrant Shares covered by this prospectus from time to time in market transactions through any market on which shares of our Common Stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See "Plan of Distribution."

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SELLING STOCKHOLDERS

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Prospectus summary 2 changes

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1,269,316 865,804 shares of Common Stock by the Selling Stockholders, consisting entirely of shares of Common Stock issuable upon the exercise of the March February 2026 Common Warrants.

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We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we will receive the proceeds from any cash exercise of the March February 2026 Common Warrants. See "Use of Proceeds."

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Use of proceeds 3 changes

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

We will receive proceeds from any cash exercise of the February 2026 Common Warrants and related issuance of shares of common stock. If the February 2026 Common Warrants are exercised for cash in full, the gross proceeds would be approximately $2.0 million. We intend to use the net proceeds from the exercise of the February 2026 Common Warrant, if any, for general corporate purposes and working capital.

Pending any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. We can make no assurances that any of the March February 2026 Common Warrants will be exercised, or if exercised, that it will be exercised for cash, the quantity which will be exercised or in the period in which it will be exercised.

Capitalization 3 changes

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on an as adjusted basis to give effect to (i) the issuance and sale by us of 634,658 432,902 shares of Common Stock in the March February 2026 Warrant Inducement Registered Direct Offering (inclusive of 30,902 shares of Common Stock issuable upon the exercise of pre-funded warrants) after deducting commissions and offering expenses payable by us, and (ii) the issuance by us of 1,269,316 865,804 shares of Common Stock assuming the cash exercise of all March February 2026 Common Warrants at an exercise price of $1.36 $2.31 per share.

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The table and discussion above are based on 1,732,147 shares of common stock outstanding as of December 31, 2025, and 3,636,121 3,030,853 shares as adjusted, and do not include, as of that date:

3,874,885 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $5.70 per share; (3,240,227 shares with a weighted average exercise price of $3.48 per share, as adjusted); and ● 45,579 shares of common stock issuable upon exercise of outstanding options under our Stock Incentive Plans, at an average exercise price of $137.20 per share.

Security ownership of principal stockholders, directors and officers 5 changes

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SELLING STOCKHOLDERS

The Common Stock being offered by the Selling Stockholders are those issuable to such Selling Stockholders, upon exercise of the March 2026 Common Warrant, consisting of up to an aggregate of 1,269,316 shares of Common Stock. We are registering the shares of common stock issuable upon exercise of the March 2026 Common Warrant in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for as noted in this prospectus, the Selling Stockholders have had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by such Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholders as of April 15, 2026. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders.

In accordance with the terms of the March 2026 Common Warrants, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon exercise of the March 2026 Common Warrants, determined as if the outstanding 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. 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 March 2026 Common Warrants, the Selling Stockholders may not exercise the March 2026 Common Warrants 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."

Description of the securities 10 changes

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March February 2026 Common Warrants

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The March February 2026 Common Warrants will have an exercise price of $1.36 $2.31 per share. The March February 2026 Common Warrants will be exercisable from the effective date of stockholder approval. The March February 2026 Common Warrants are issued in two tranches: Series A-1 Common Warrants, which will expire five years after the date of stockholder approval, and Series A-2 Common Warrants, which will expire two years after the date of stockholder approval. The exercise price and number of shares of Common Stock issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of Common Stock. The March 2026 February 2025 Common Warrants were issued separately from the Shares and may be transferred separately. The March February 2026 Common Warrants are issued in certificated form only.

The March February 2026 Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder's warrants to the extent that the holder would own more than 4.99% of our outstanding shares of Common Stock immediately after exercise, except that prior to the issuance of the March February 2026 Common Warrants, the holder may elect to increase the amount of ownership of outstanding shares of Common Stock after exercising the holder's March February 2026 Common Warrants up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the March February 2026 Common Warrants.

If at the time of exercise of the March February 2026 Common Warrant there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon exercise of the March February 2026 Common Warrant, then the March February 2026 Common Warrants will only be exercisable on a "cashless exercise" basis under which the holder will receive upon such exercise a net number of common shares determined according to a formula set forth in the March February 2026 Common Warrants.

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In the event of any fundamental transaction, as described in the March February 2026 Common Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our Common Stock, then upon any subsequent exercise of a March February 2026 Common Warrant, the holder will have the right to receive as alternative consideration, for each share of our Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of our Common Stock for which the March February 2026 Common Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the March February 2026 Common Warrants have the right to require us or a successor entity to redeem the March February 2026 Common Warrants for cash in the amount of the Black-Scholes Value (as defined in each warrant) of the unexercised portion of the March February 2026 Common Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.

However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the March February 2026 Common Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the common warrant that is being offered and paid to the holders of our Common Stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction. If the holders of our Common Stock are not offered or paid any consideration in such fundamental transaction, then such holders will be deemed to have received Common Stock.

In accordance with its terms and subject to applicable laws, a March February 2026 Common Warrant may be transferred at the option of the holder upon surrender of the March February 2026 Common Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).

No fractional shares of Common Stock will be issued upon the exercise of the March February 2026 Common Warrants. Rather, the number of shares of Common Stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

There is no established trading market for the March February 2026 Common Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the March February 2026 Common Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the March February 2026 Common Warrants will be extremely limited.

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Except as otherwise provided in the March February 2026 Common Warrants or by virtue of the holder's ownership of shares of our Common Stock, such holder of March February 2026 Common Warrants does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until such holder exercises such holder's March February 2026 Common Warrants. The March February 2026 Common Warrants will provide that the holders of the March February 2026 Common Warrants have the right to participate in distributions or dividends paid on our shares of Common Stock.

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Note 10: Subsequent Events 1 change

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1,269,316 865,804 Shares of Common Stock

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