GeoVax Labs: DRS filing

Cover page 50 changes

As filed with the Securities and Exchange Commission on May 26, 2026

As confidentially submitted to the Securities and Exchange Commission on July 30, 2026.

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

12 unchanged paragraphs

Tel: ( 678 ) 384-7220

8 unchanged paragraphs

Ron Ben-Bassat, Esq.

Eric Victorson, Esq.

Sullivan & Worcester LLP

1251 Avenue of the Americas, 19 th Floor

12 unchanged paragraphs

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 26, , 2026

1 unchanged paragraph

This prospectus relates to the resale of up to an aggregate of 7,639,967 shares of our common stock, par value $0.001 per share (the Common Stock), comprised of (i) up to an aggregate of 1,558,886 shares (the May 2026 Warrant Inducement Shares) of Common Stock, issuable upon the exercise of those certain common stock purchase warrants (the May 2026 Inducement Warrants) issued to certain institutional investors (the Selling Stockholders) in connection with the warrant exercise inducement which occurred on May 7, 2026 (the May 2026 Warrant Inducement) and (ii) up to an aggregate of 6,081,081 shares (the May 2026 PIPE Shares and, together with the May 2026 Warrant Inducement Shares, the May 2026 Warrant Shares) of Common Stock, including (a) 2,027,027 shares issuable upon the exercise of certain pre-funded common stock purchase warrants (the May 2026 Pre-Funded Warrants), (b) 2,027,027 shares issuable upon the exercise of certain Series A common stock purchase warrants (the May 2026 Series A Common Warrants) and (c) 2,027,027 shares issuable upon the exercise of certain Series B common stock purchase warrants (the May 2026 Series B Common Warrants and, together with the May 2026 Series A Common Warrants, the May 2026 PIPE Common Warrants), in each case issued to the Selling Stockholders in connection with the unregistered private placement which occurred on May 19, 2026 (the May 2026 PIPE).

We will not receive any proceeds from the sale of the May 2026 Warrant Shares covered by this prospectus by the Selling Stockholders. All net proceeds from the sale of the May 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 May 2026 Inducement Warrants, the May 2026 Pre-Funded Warrants or the May 2026 PIPE Common Warrants (collectively, the May 2026 Warrants). See "Use of Proceeds."

The Selling Stockholders may sell all or a portion of the May 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."

7,639,967 Up to Shares of Common Stock

Up to Warrants to Purchase up to Shares of Common Stock

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

Up to Shares of Common Stock Underlying the Common Warrants

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

We are offering up to $ million of shares (the "Shares") of common stock, $0.001 par value per share (the "Common Stock"), of GeoVax Labs, Inc. ("GeoVax", "us", "we" or the "Company"). Each share of Common Stock, or pre-funded warrant sold in lieu thereof (the "Pre-Funded Warrants"), is being sold together with a common warrant to purchase one share of our Common Stock (the "Warrants"). The shares of Common Stock and Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering.

We have assumed a public offering price of $ per Share and accompanying Warrant, which is the last reported sale price of our Common Stock on the Nasdaq Capital Market LLC ("Nasdaq") on , 2026. Each Warrant is immediately exercisable for one share of Common Stock at an exercise price of $ per share ( % of the price of each Share sold in this offering) and will expire years from the date of issuance.

The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time to time upon exercise of the Warrants and Pre-Funded Warrants (the "Warrant Shares") offered hereby. See "Description of Securities We Are Offering" in this prospectus for more information.

Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC (Nasdaq) under the symbol "GOVX." On May 21, , 2026, the last reported sale price of our Common Stock on Nasdaq was $2.75 $ per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

The actual public offering price will be determined between us, the Placement Agent (as defined below) and the investors in the offering, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We are also offering Pre Funded Warrants to purchase up to shares of Common Stock to those purchasers whose purchase of shares of Common Stock in this offering would 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, in lieu of shares of Common Stock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock. Each Pre-Funded Warrant is exercisable for one share of our Common Stock and has an exercise price of $0.001 per share. Each Pre-Funded Warrant is being offered together with one Warrant. The Pre-Funded Warrants and Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. For each Pre-Funded Warrant that we sell, the number of Shares we are offering will be reduced on a one-for-one basis.

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

The securities we are offering pursuant to this prospectus are being sold to certain purchasers under a securities purchase agreement dated , 2026 between us and such purchasers.

We have engaged A.G.P./Alliance Global Partners to act as our sole placement agent (the "Placement Agent" or "A.G.P.") in connection with this offering. We have engaged the Placement Agent in connection with the securities offered by this prospectus. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed to use its best efforts to sell the securities offered by this prospectus. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as set forth in the table below.

The Shares, Pre-Funded Warrants and Warrants being offered will be sold in a single closing. The Warrant Shares issuable upon exercise of the Pre-Funded Warrants or Common Warrants will be issued upon the exercise thereof. 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. 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 fulfil our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. The offering of the Shares, Pre-Funded Warrants or Warrants will terminate no later than December 31, 2026; however, 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 "smaller reporting company" as defined under the federal securities laws and, under applicable U.S. Securities and Exchange Commission ("SEC") rules, we have elected to comply with certain reduced public company reporting and disclosure requirements.

This prospectus may only be used where it is legal to offer and sell the securities covered by this prospectus. We have not taken any action to register or obtain permission for this offering or the distribution of this prospectus in any country other than the United States.

Public offering price

Placement Agent fees (1)

Proceeds to us before offering expenses (2)

We have agreed to pay the Placement Agent a cash placement agent fee of 7.0% of the aggregate offering proceeds of the securities sold in this offering. We have also agreed to reimburse the Placement Agent for certain expenses. For additional Placement Agent compensation information, see "Plan of Distribution" on page 8 of this prospectus.

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

We anticipate that delivery of the Shares, Warrants and Pre-Funded Warrants to purchasers in this offering is expected to be made on or about , 2026, subject to customary closing conditions.

Investing in our shares of Common Stock involves a high degree of risk. The risks are described in the " Risk Factors " section beginning on page 7 8 of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these securities.

Neither the Securities and Exchange Commission (SEC) nor any other regulatory body state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Placement Agent

2 unchanged paragraphs

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

MARKET AND INDUSTRY DATA AND FORECASTS

DETERMINATION OF OFFERING PRICE

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

1 unchanged paragraph

EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

1 unchanged paragraph

SELLING STOCKHOLDERS

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

DESCRIPTION OF SECURITIES WE ARE OFFERING

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

2 unchanged paragraphs

About this prospectus 8 changes

This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC's website described below under the heading "Where You Can Find More Information."

Neither we nor the Selling Stockholders have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the Selling Stockholders take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We and the Selling Stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, references to "GeoVax," "we," "our," "us" or the "Company" in this prospectus mean GeoVax Labs, Inc. and its consolidated subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading "Where You Can Find More Information."

You should rely only on information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, before making any investment decision. Neither we nor the Placement Agent have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of the securities offered hereby means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell or the solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates.

Neither we nor the Selling Stockholders are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We Placement Agent have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must You are required to inform themselves yourself about, and to observe any restrictions relating to, the this offering of and the securities as to distribution of the this prospectus. outside of the United States.

We own or have rights to certain trademarks that we use in conjunction with the operations of our business. Each trademark, trade name, service mark or copyright of any other company appearing or incorporated by reference in this prospectus belongs to its holder. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this prospectus may appear with or without the "©", "®" or "™" symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies' trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

Prospectus summary 23 changes

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

2 unchanged paragraphs

The Company's lead clinical program in oncology is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy, which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial evaluating Gedeptin® in combination with an immune checkpoint inhibitor ("ICI") as first-line treatment of patients with squamous cell head and neck cancer eligible for curative surgery, is planned to initiate during the first second half of 2027.

7 unchanged paragraphs

Initiation planned for H1 H2 2027

Our corporate strategy is to advance, protect and exploit our differentiated vaccine/immunotherapy technologies leading to the successful development of preventive and therapeutic vaccines and immunotherapies against infectious diseases and various cancers. Our goal is to advance products through to human clinical testing, and to seek partnership or licensing arrangements for achieving regulatory approval and commercialization. We also leverage third party resources through collaborations and partnerships for preclinical and clinical testing with multiple government, academic and corporate entities.

1 unchanged paragraph

May 2026 Warrant Exercise Inducement

On May 7, 2026, the Company entered into common stock warrant exercise inducement offer letters (the "May Inducement Letters") with holders (the "May Holders") of existing warrants to purchase an aggregate of 851,493 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") with exercise prices of $1.1877 per share (the "May Existing Warrants"), pursuant to which the May Holders agreed to exercise for cash 501,144 of their May Existing Warrants in consideration for the Company's agreement to issue new warrants (the "May 2026 Inducement Warrants") to purchase an aggregate of up to 1,002,288 shares of Common Stock. The May 2026 Inducement Warrants have an exercise price of $1.65 per share, are immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The Company also agreed that the May Holders shall have the option to exercise certain other warrants on the same terms as the May Exercised Warrants as set forth in the May Inducement Letters within 12 days of May 8, 2026 (the "May Inducement Period"); the May Holders subsequently exercised an additional 278,299 of their May Existing Warrants during the May Inducement Period resulting in the issuance of additional May 2026 Inducement Warrants to purchase up to 556,598 shares of Common Stock. The Company engaged A.G.P./Alliance Global Partners ("AGP") to act as its financial advisor in connection with the transaction. The total net proceeds of the transaction, after deducting AGP's fees and expenses and other offering expenses and excluding the net proceeds, if any, from the exercise of the May 2026 Inducement Warrants, were approximately $844,080.

May 2026 Private Placement

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

Discontinuance of COVID-19 Vaccine Program

On May 26, 2026, the Company announced a strategic reprioritization of its development portfolio to concentrate resources on its lead programs, GEO-MVA and Gedeptin®, reflecting increasing clinical, regulatory, and market alignment across these programs. As part of this decision, the Company has elected to discontinue active development activities related to its GEO-CM04S1 COVID-19 vaccine candidate. This decision was not related to any safety concerns with the vaccine but reflects the continued evolution and contraction of the global COVID-19 vaccine market, and GeoVax's focus on programs with clearer regulatory pathways, stronger demand visibility, and more immediate commercialization potential.

29 unchanged paragraphs

Risks Related to Our Common Stock Securities

7 unchanged paragraphs

Our Common Stock currently is listed for quotation on the Nasdaq. Capital Market. We are required to meet specified financial requirements in order to maintain such listing, including a requirement that the bid price for our Common Stock remain above $1.00, and that the market value of our publicly held securities be at least $1 million. In addition, Nasdaq the SEC has recently proposed a approved Nasdaq's new $5 million market value of listed securities requirement. that we would not currently satisfy and therefore could cause our common stock to be delisted by Nasdaq on an imminent basis, if approved by the SEC.

Smaller Reporting Company

We are a "smaller reporting company" under the Exchange Act. We may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (i) the market value of our voting and non-voting equity held by non-affiliates, or our public float, is less than $250 million; or (ii) we have annual revenues less than $100 million and either we have no public float or our public float is less than $700 million. To the extent we continue to qualify as a smaller reporting company, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we file with the SEC. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

2 unchanged paragraphs

Summary of the Offering

7,639,967 shares of Common Stock by the Selling Stockholders, consisting of (i) 1,558,886 shares of Common Stock issuable upon the exercise of the May 2026 Inducement Warrants, (ii) 2,027,027 shares of Common Stock issuable upon the exercise of the May 2026 Pre-Funded Warrants and (iii) 4,054,054 shares of Common Stock issuable upon the exercise of the May 2026 PIPE Common Warrants (together with the May 2026 Inducement Warrants and the May 2026 Pre-Funded Warrants and the May 2026 PIPE Common Warrants, the "May 2026 Warrants").

prior to this offering

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 May 2026 Warrants. See "Use of Proceeds."

Our common stock is listed on the Nasdaq under the symbol "GOVX".

Investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Before investing in our common stock, you should carefully read and consider the "Risk Factors" beginning on page 7 of this prospectus.

Unless otherwise indicated, the number of shares of our Common Stock outstanding prior to this offering is based on 5,210,465 shares of Common Stock outstanding as of May 21, 2026, and excludes as of such date:

2,027,027 shares of Common Stock issuable upon the exercise of outstanding May 2026 Pre-Funded Warrants;

8,666,959 shares of Common Stock issuable upon the exercise of outstanding common warrants with a weighted average exercise price of $1.87 per share, including 1,558,886 shares of Common Stock issuable upon the exercise of outstanding May 2026 Inducement Warrants and 4,054,054 shares of Common Stock issuable upon the exercise of outstanding May 2026 PIPE Common Warrants; and ● 338,293 shares of Common Stock which are reserved for issuance under our Stock Incentive Plans, of which 45,579 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $137.20 per share.

Risk factors 30 changes

An investment in our securities involves a high degree of risk. Before making an investment decision, you should review and carefully consider the following risk factors as well as other information we include in this prospectus, These disclosures reflect the Company ' s beliefs including our financial statements and opinions as to the related notes. Any of these factors that could materially and adversely affect the Company our business, financial condition, operating results and its securities in prospects and could negatively impact the future. market price of our Common Stock, and you may lose some or all of your investment. The risks and uncertainties described below are not the only risks and uncertainties that we face. ones facing our Company. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

2 unchanged paragraphs

As a research and development-focused company, we have had no product revenue to date and revenues from our government grants and other collaborations have not generated sufficient cash flows to cover operating expenses. Since our inception, we have incurred operating losses each year due to costs incurred in connection with research and development activities and general and administrative expenses associated with our operations. We incurred a net loss of approximately $21.5 million for the year ended December 31, 2025 and approximately $5.3 $9.7 million for the three six months ended March 31, June 30, 2026. We expect to incur additional operating losses and expect cumulative losses to increase as our research and development, preclinical, clinical, and manufacturing efforts expand. Our ability to generate revenue and achieve profitability depends on our ability to successfully complete the development of our product candidates, conduct preclinical tests and clinical trials, obtain the necessary regulatory approvals, and manufacture and market or otherwise commercialize our products. Unless we are able to successfully meet these challenges, we will not be profitable and may not remain in business.

3 unchanged paragraphs

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

We may pursue additional support from the federal government for our vaccine and immunotherapy development programs; however, as we progress to the later stages of our development activities, government financial support may be more difficult to obtain, may be terminated prior to the receipt of all funds, or may not be available at all. Therefore, it will be necessary for us to look to other sources of funding to finance our development activities. Additionally, even if we secure funding, such funding may be revoked if the agreements underlying the funding are terminated. For example, in April 2025, we received formal notice from ATI that BARDA elected to terminate the ATI-RRPV Contract for convenience, consistent with its terms.

81 unchanged paragraphs

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 prefunded warrants currently exercisable for 2,027,027 shares and common warrants currently exercisable for approximately 9.1 8.5 million shares with a weighted average exercise price of $1.84 $1.88 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.

12 unchanged paragraphs

Our Common Stock currently is listed for quotation on the Nasdaq. Capital Market . We are required to meet specified financial requirements in order to maintain such listing, including a requirement that the bid price for our Common Stock remain above $1.00, and that the market value of our publicly held securities be at least $1 million. In addition, Nasdaq the SEC has recently proposed a approved Nasdaq ' s new $5 million market value of listed securities requirement. that we would not currently satisfy and therefore could cause our common stock to be delisted by Nasdaq on an imminent basis, if approved by the SEC.

Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 for continued inclusion on the Nasdaq. Capital Market. If the trading price of our Common Stock were to fall below $1.00 per share, we would not be compliant with this requirement. In such event, we would be subject to delisting, and because we consummated a reverse stock split in January 2026, we would be ineligible for any compliance period under recently implemented Nasdaq listing rules if this event occurred prior to the one-year anniversary of such reverse stock split. As a result, such a decline in the price of our Common Stock, if it were to occur, would be expected to result in the prompt delisting of our Common Stock from the Nasdaq. Capital Market.

In addition, Nasdaq Listing Rules 5550(a)(5) and 5550(b)(1) (the "Stockholders' Equity Requirement") require that the market value of our publicly held Common Stock (which is our only outstanding class of capital stock) to be at least $1 million and that our stockholders' equity as reported in our most recent quarterly balance sheet to be at least $2.5 million. If the market value of our publicly held common stock declines below $1 million or our stockholders' equity falls below $2.5 million, we would also be subject to Nasdaq delisting proceedings on that basis.

On July 7, 2026, the Company received a notice (the "Notice") from the Listing Qualifications Department of Nasdaq notifying the Company that it no longer complied with the Stockholders' Equity Requirement, because the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2026 did not meet the required minimum, and as of the date of the Notice, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations. In accordance with Nasdaq Listing Rules, the Company has 45 calendar days, or until August 21, 2026, to submit a plan to regain compliance to Nasdaq. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the Notice to evidence compliance.

We are currently reviewing potential transactions that, if implemented, could remedy the shortfall in our stockholders' equity. We do not know at this time, however, whether we will be able to remedy the non-compliance. If we are unable to maintain compliance with these Nasdaq requirements, our Common Stock and warrants will be delisted from Nasdaq. In that event, and if our Common Stock is not then eligible for quotation on another market or exchange, trading of our Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the OTC Pink. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on an exchange.

1 unchanged paragraph

In addition to the foregoing requirements, Nasdaq has recently proposed on July 22, 2026, the SEC approved a new Nasdaq listing requirement that would require each Nasdaq listed issuer to maintain a minimum market value of listed securities of at least $5 million. Under this proposal, new rule, if the value of an issuer's listed securities, as measured by each applicable trading day's closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuer's securities would immediately be delisted, with no compliance or cure period. The proposed This new rule would also preclude precludes an issuer's ability to seek stay of delisting during any appeals process. and would preclude The new rule (as amended by the SEC) allows Nasdaq hearings panels from reversing to reverse the delisting determination to situations where there was an error and by Nasdaq staff or if the company never actually failed to satisfy satisfies all initial listing requirements. When the requirement. hearings panel review is of a deficiency related to continued listing requirements, generally the hearings panel would also has the discretion to grant a cure period not be able to consider any facts indicating that issuer subsequently regained compliance with exceed 180 days from the requirement or grant an issuer any additional time date of the Staff Delisting Determination for a company to regain compliance, The proposed rule is subject to review and approval by the SEC, and it is unknown whether the SEC will approve the proposal. If approved by the SEC, finding the rule could become effective on an imminent basis. company has regained compliance with all applicable listing requirements. Our Common Stock currently trades at levels that are below near the $5 million aggregate market value threshold proposed by under this Nasdaq continued listing rule. As such, if this proposal is approved by the SEC, our Common Stock could be imminently delisted by subject to Nasdaq delisting proceedings based on this basis. the new rule.

1 unchanged paragraph

Any potential delisting of our Common Stock from the \Nasdaq Capital Market may have materially adverse consequences to our stockholders, including:

7 unchanged paragraphs

Risks Related to this Offering

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of Common Stock. As a result, investors in this offering will incur immediate dilution of $ per share, based on the assumed public offering price of $ per Share and accompanying Warrant. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See "Dilution" for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

There is no public market for the Warrants or Pre-Funded Warrants.

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

The Warrants and Pre-Funded Warrants offered in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and pay an exercise price of % of the public offering price of the Shares in this offering, prior to years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. In addition, commencing on the date of issuance, holders of the Pre-Funded Warrants may acquire the shares of Common Stock issuable upon exercise of such warrants at an exercise price of $0.001 per share. 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.

The Warrants offered by this prospectus may not have any value.

The Warrants have an assumed exercise price of $ per share (assuming an exercise price equal to the last reported sale price of our Common Stock on Nasdaq on , 2026, which was $ per share) and will have a term that expires years from the date of issuance. In the event our Common Stock price does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively .

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering to advance our product candidates, including research and technical development, manufacturing, clinical studies, capital expenditures, and working capital. We may also use our net proceeds to acquire and invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value of our securities.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

This is a best efforts offering; no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth in this prospectus. We may sell less than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, 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. Thus, we may not raise the amount of capital we believe is required for our business and may need to raise additional funds, which may not be available or available on terms acceptable to us. Despite this, any proceeds from the sale of securities offered by us will be available for our immediate use, and because there is no escrow account and no minimum offering amount in this offering, investors could be in a position where they have invested in us, but we are unable to fulfil our objectives due to a lack of interest in this offering.

If we do not maintain a current and effective registration statement relating to the common stock issuable upon exercise of the Pre-Funded Warrants and Warrants being offered in this offering, holders will be able to exercise such warrants on a " cashless " basis and we may not receive any additional funds upon the exercise of such warrants.

If we do not maintain a current and effective registration statement relating to the Common Stock issuable upon exercise of the Pre-Funded Warrants and Warrants being offered in this offering, such warrants may be exercised by way of a "cashless" exercise, meaning that the holder would not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our Common Stock determined according to the formula set forth in the warrant. Accordingly, we may not receive any additional funds upon the exercise of such warrants.

Purchasers who purchase our securities in this offering pursuant to the Securities Purchase Agreement may have rights not available to purchasers that purchase without the benefit of the Securities Purchase Agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into the Securities Purchase Agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under such Securities Purchase Agreement.

Use of proceeds 6 changes

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. We expect that the Selling Stockholders will sell their shares of Common Stock as described under "Plan of Distribution."

We will receive proceeds from any cash exercise of the May 2026 Warrants and related issuance of shares of Common Stock. If the May 2026 Warrants are exercised for cash in full, the gross proceeds would be approximately $8.6 million. We intend to use the net proceeds from the exercise of the May 2026 Warrants, 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 May 2026 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.

We estimate that our net proceeds from this offering (assuming the sale of the maximum number of securities offered hereby), based upon an assumed public offering price of $ per Share and accompanying Warrant (which is the last reported sale price of our Common Stock on Nasdaq on , 2026) and $ per Pre-Funded Warrant and accompanying Warrant, will be approximately $ , after deducting the estimated Placement Agent fees as well as estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants. However, because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual offering amount, Placement Agent fees, and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering. As a result, we may receive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $ , $ , and $ , respectively, after deducting the estimated Placement Agent fees and estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants. We will only receive additional proceeds from the exercise of the Warrants if such Warrants are exercised at the exercise price of $ per share and the holders of such Warrants pay the exercise price of such Warrants in cash. If all of the Warrants offered hereby were to be exercised in cash at the assumed exercise price of $ per share (assuming an exercise price equal to the last reported sale price of our Common Stock on Nasdaq on , 2026), we would receive additional gross proceeds of approximately $ .

Each $ increase (decrease) in the assumed public offering price set forth above would increase (decrease) the net proceeds to us from this offering by $ , assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated offering expenses payable by us and assuming no exercise of the Pre-Funded Warrants or the Warrants. Each Share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the net proceeds to us from this offering by $ , assuming that the assumed offering price for the offering remains as set forth above, and after deducting the estimated offering expenses payable by us and assuming no exercise of the Pre-Funded Warrants or the Warrants.

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. The amounts and timing of our actual expenditures will depend upon numerous factors, including the status of our research and development efforts, the amount of proceeds actually raised in this offering and any cash generated by our operations. We, therefore, cannot predict the relative allocation of net proceeds that we receive in this offering and may allocate it differently than described above. As a result, management will have broad discretion over the deployment of the net proceeds from this offering.

Capitalization 9 changes

The following table sets forth our capitalization as of March 31, June 30, 2026:

1 unchanged paragraph

on an as adjusted basis to give effect to:

(i) (a) the issuance and sale by us of 779,443 shares of Common Stock in the May 2026 Warrant Inducement after deducting commissions and offering expenses payable by us, and (b) the issuance by us of 1,558,886 shares of Common Stock assuming the cash exercise of all May 2026 Inducement Warrants at an exercise price of $1.65 per share.

(ii) (a) the issuance and sale by us of 2,027,027 May 2026 Pre-Funded Warrants after deducting commissions and offering expenses payable by us, (b) the issuance of 2,027,027 shares of Common Stock assuming the exercise of all May 2026 Pre-Funded Warrants at an exercise price of $0.001 per share; and (c) the issuance by us of 4,054,054 shares of Common Stock assuming the cash exercise of all May 2026 PIPE Common Warrants at an exercise price of $1.48 per share.

on an as adjusted basis to give effect to the issuance and sale by us of Shares in this offering at the assumed public offering price of $ per Share and accompanying Warrants to purchase up to shares of Common Stock, after deducting the estimated Placement Agent fees and estimate offering expenses payable by us, and assuming no sales of Pre-Funded Warrants which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis and assuming no exercise of any Warrants issued in this offering.

1 unchanged paragraph

As of March 31, 2026

4 unchanged paragraphs

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

The table and discussion above are based on 2,818,570 7,369,243 shares of Common Stock outstanding as of March 31, June 30, 2026, and 11,237,980 [_______] shares as adjusted, and do not include, as of that date:

5,371,914 8,541,915 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $1.94 $1.88 per share (4,592,471 ([________] shares with a weighted average exercise price of $2.07 $[___] per share, as adjusted); and ● 45,579 310,179 shares of Common Stock issuable upon exercise of outstanding options under our Stock Incentive Plans, with a weighted-average exercise price of $137.20 $20.82 per share.

Business 9 changes

2 unchanged paragraphs

The Company's lead clinical program in oncology is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy, which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial evaluating Gedeptin® in combination with an immune checkpoint inhibitor (ICI) as first-line treatment of patients with squamous cell head and neck cancer eligible for curative surgery, is planned to initiate during the first second half of 2027.

8 unchanged paragraphs

Initiation planned for H1 H2 2027

14 unchanged paragraphs

We recently completed a multi-site Phase 1b/2a trial (PNP-002) (ClinicalTrials.gov Identifier: NCT03754933), evaluating the safety and efficacy of repeat cycles of Gedeptin therapy in patients with advanced head and neck squamous cell carcinoma (HNSCC), with tumor(s) accessible for injection and no curable treatment options. The PNP-002 trial design involved repeat administration using Gedeptin followed by systemic fludarabine phosphate, in order to gain preliminary information on the utility of multiple cycles of therapy. This trial was intended to guide the design of larger studies involving patients at earlier stages of the disease. This trial was funded in part by theU.S. the U.S. Food and Drug Administration (FDA) pursuant to its Orphan Products Clinical Trials Grants Program. The FDA has also granted Gedeptin orphan drug designation for the intra-tumoral treatment of anatomically accessible oral and pharyngeal cancers, including cancers of the lip, tongue, gum, floor of mouth, salivary gland and other oral cavity sites.

2 unchanged paragraphs

We have initiated activities in support of a Phase 2 clinical study, evaluating Gedeptin therapy in combination with an approved ICI as first-line treatment of patients with squamous cell head and neck cancer eligible for curative surgery. The trial is designed to assess major pathological response (MPR) as well as associated immunologic and biomarker outcomes following two pre-surgical cycles of therapy, and event-free survival over a one-year period. Gedeptin's tumor-targeting and immune-sensitizing mechanism may help overcome the limitations of checkpoint monotherapy by enhancing immune activation within the tumor microenvironment. Necessary planning activities are underway, including protocol development, manufacturing and CRO selection, with the trial anticipated to begin in the first second half of 2027.

35 unchanged paragraphs

In September 2023, GeoVax entered into a commercial, multi-product license agreement for ProBioGen's AGE1.DR.piX® AGE1.CR.pIX® (AGE1) suspension avian cell line, a validated continuous cell-line platform with demonstrated utility across multiple viral vaccine applications. The AGE1 system is designed to support scalable, serum-free, suspension-based manufacturing in standard bioreactor formats and has been shown to support efficient replication of MVA. GeoVax believes that adoption of this platform has the potential to improve manufacturing yields, reduce production costs, and increase flexibility across its MVA-based development programs, including GEO-MVA.

36 unchanged paragraphs

Our expenditures for research and development activities were $[___] million during the six months ended June 30, 2026 and $18.1 million and $23.7 million during the years ended December 31, 2025 and 2024, respectively. As our vaccines continue to go through the process of obtaining regulatory approval, we expect our research and development costs to increase. We have not yet formulated any plans for marketing and sales of any vaccine candidate we may successfully develop. Compliance with environmental protection laws and regulations has not had a material effect on our capital expenditures, earnings or competitive position to date.

12 unchanged paragraphs

From time to time we may be a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceeding the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

1 unchanged paragraph

Our primary business is conducted by our wholly owned subsidiary, GeoVax, Inc., which was incorporated under the laws of Georgia in June 2001. Our address is 1955 Lake Park Drive, Suite 300, Smyrna, Georgia 30080, and our telephone number at that address is 678-384-7220. The predecessor of our parent company, GeoVax Labs, Inc. (the reporting entity) was originally incorporated in June 1988 under the laws of Illinois as Dauphin Technology, Inc. (Dauphin). In September 2006, Dauphin completed a merger with GeoVax, Inc. As a result of the merger, GeoVax, Inc. became a wholly owned subsidiary of Dauphin, and Dauphin changed its name to GeoVax Labs, Inc. In June 2008, the Company was reincorporated under the laws of Delaware. We currently do not conduct any business other than GeoVax, Inc.'s business of developing new products for the treatment or prevention of human diseases. Our principal offices are in Smyrna, Georgia (metropolitan Atlanta).

1 unchanged paragraph

Our website address is www.geovax.com. We make our filings with the U.S. Securities and Exchange Commission SEC, such as proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports available on this website under "Investors – SEC Reports," free of charge, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. We also make available our Code of Business Conduct on this website under the heading "Investors – Corporate Governance". Information contained on our website is not incorporated into this prospectus.

MD&A 30 changes

8 unchanged paragraphs

Following scientific advice from the EMA, in May 2025, we intend to proceed directly to a Phase 3 trial, bypassing traditional Phase 1 and 2 studies, subject to final protocol and regulatory alignment. The Phase 3 study is expected to initiate in late 2026.

6 unchanged paragraphs

On May 26, 2026, the Company announced a strategic reprioritization of its development portfolio to concentrate resources on its lead programs, GEO-MVA and Gedeptin®, reflecting increasing clinical, regulatory, and market alignment across these programs. As part of this decision, the Company elected to discontinue active development activities related to its GEO-CM04S1 COVID-19 vaccine candidate. This decision was not related to any safety concerns with the vaccine but reflects the continued evolution and contraction of the global COVID-19 vaccine market, and GeoVax's focus on programs with clearer regulatory pathways, stronger demand visibility, and more immediate commercialization potential.

25 unchanged paragraphs

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024, and for the three-month and six-month periods ended March 31, June 30, 2026 and 2025:

6 unchanged paragraphs

Three Months Ended March 31, June 30,

5 unchanged paragraphs

Six Months Ended June 30,

1 unchanged paragraph

During the years ended December 31, 2025 and 2024, we reported revenues of $2,489,145 and $3,954,576, respectively, associated with the ATI-RRPV Contract. On April 11, 2025, we received the Notice from ATI directing us to stop work on all of our efforts with respect to the ATI-RRPV Contract and notifying us that that BARDA elected to terminate the ATI-RRPV Contract for convenience, consistent with its terms.

During the three-month period ended March 31, 2025, we reported $1,636,863 of revenues associated with the ATI-RRPV Contract. There were no revenues reported during the three-month period ended March 31, 2026.

Research and development

General and administrative

Total operating expenses

Loss from operations

Revenue from Government Contract

During the years ended December 31, 2025 and 2024, we reported revenues of $2,489,145 and $3,954,576, respectively, associated with the Company's contract with the Biomedical Advanced Research and Development Authority (BARDA), to support advancement of GEO-CM04S1 into a Phase 2b study. During the three-month and six-month periods ended June 30, 2025, we reported $852,282 and $2,489,145, respectively, of such revenues. In April 2025, we were notified that BARDA elected to terminate the contract for convenience, consistent with its terms. There are therefore no revenues reported during 2026.

1 unchanged paragraph

Our research and development expenses were $18,121,519 for the year ended December 31, 2025, as compared to $23,713,602 for 2024, representing a decrease of $5,592,083 (24%). The overall decrease primarily relates to discontinued costs associated with termination of the ATI-RRPV BARDA contract, as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs associated with the GEO-CM04S1 and Gedeptin programs. Research and development expense for 2025 and 2024 includes stock-based compensation expense of $513,867 and $222,202, respectively, associated with employee stock options.

Our research and development expenses were $3,903,463 $3,110,508 and $7,013,971 for the three-month period and six-month periods ended March 31, June 30, 2026, as compared to $5,354,588 $4,728,998 and $10,083,586 for the comparable 2025 period, periods, representing a decrease decreases of $1,451,125 (27%). 34.2% and 30.4%, respectively. The overall decrease primarily relates to discontinued costs associated with termination of the ATI-RRPV BARDA contract, as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs associated with Gedeptin program. Research and development expense expenses for 2026 the three-month and 2025 includes six-month periods of 2026 include stock-based compensation expense of $108,177 $107,671 and $130,316, $215,848, respectively; associated with employee stock options. as compared to $130,323 and $260,639, respectively, for the comparable 2025 periods.

2 unchanged paragraphs

Our general and administrative expenses were $1,369,418 for the three-month period ended March 31, 2026, as compared to $1,687,445 for the comparable 2025 period, representing a decrease of $318,027 (19%). The decrease during 2026 relates primarily to lower investor relations consulting and other programmatic costs and stock-based compensation expense. General and administrative expense for 2026 and 2025 includes stock-based compensation expense of $111,140 and $162,428, respectively, associated with employee and consultant stock options and stock awards.

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

1 unchanged paragraph

Interest income for the three-month periods ended March 31, 2026 and 2025 was $10,960 and $47,519, respectively, with the difference attributable to fluctuating cash balances and interest rates.

Interest income for the three-month and six-month periods ended June 30, 2026 was $15,494 and $26,454, respectively, as compared to $49,123 and $96,642, respectively, for comparable periods of 2025. The overall decrease during 2026 is attributable to the average cash balances available for investment.

1 unchanged paragraph

The following tables summarize our liquidity and capital resources as of June 30, 2026 and December 31, 2025, and 2024, and our cash flows for the years then ended December 31, 2025 and 2024 and the six-month periods ended June 30, 2026 and 2025:

8 unchanged paragraphs

Three Months Ended March 31,

Six Months Ended June 30,

6 unchanged paragraphs

Net cash used in operating activities of $3,537,721 $7,195,824 for the three-month period six months ended March 31, June 30, 2026, was due to our net loss of $5,261,921, $9,688,499, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $5,965,680 $10,300,078 for the three-month period six months ended March 31, June 30, 2025, was primarily due to our net loss of $5,357,651, $10,727,434, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.

1 unchanged paragraph

There were no cash flows from investing activities for the three-month period six months ended March 31, June 30, 2026. Net cash used in investing activities was $16,894 $27,612 for the three-month period six months ended March 31, June 30, 2025, and relates to purchases of laboratory equipment.

1 unchanged paragraph

Net cash provided by financing activities was $1,723,742 $7,253,505 for the three-month period six months ended March 31, June 30, 2026, and relates to offerings of our common stock and warrants. Net cash provided by financing activities was $7,914,402 for the three-month period six months ended March 31, June 30, 2025, and relates to offerings of our common stock and warrants.

8 unchanged paragraphs

On March 31, 2026, we entered into warrant exercise inducement letters with the holders of certain existing warrants whereby the holders agreed to exercise warrants at a reduced exercise price. Net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $763,000. $762,700.

On May 7, 2026, we entered into warrant exercise inducement letters with the holders of certain existing stock purchase warrants, whereby the holders agreed to exercise their warrants. Aggregate net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $844,000. $844,100.

On May 19, 2026, we closed an unregistered private placement of our warrants. Net proceeds after deducting placement agent feeds fees and other offering expenses were approximately $2,710,000. $2,709,800.

During May 2026, holders of existing stock purchase warrants exercised their warrants, resulting in cash proceeds to us of approximately $1,827,000. $1,975,700.

As of the date of this prospectus, we believe that our existing cash and cash equivalents are sufficient to fund our operations into August September 2026. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.

18 unchanged paragraphs

Management 38 changes

10 unchanged paragraphs

Nicole Lemerond (1)(3)

25 unchanged paragraphs

EXECUTIVE COMPENSATION

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

Summary Compensation Table

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

Chief Medical Officer

Chief Scientific Officer

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

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

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

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

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

Employment Agreements

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

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

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

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

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

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

Outstanding Equity Awards

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

Number of Securities

Underlying Unexercised Options

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

Each of the Stock Incentive Plans contains provisions that could lead to an accelerated vesting of options or other awards. In the event of certain change-in-control transactions described in such plans, (i) outstanding options or other awards may be assumed, converted or replaced; (ii) the successor corporation may substitute equivalent options or other awards or provide substantially similar consideration to the Stock Incentive Plans, as applicable, participants as were provided to stockholders (after taking into account the existing provisions of the options or other awards); or (iii) the successor corporation may replace options or awards with substantially similar shares or other property. In the event the successor corporation (if any) refuses to assume or substitute options or other awards as described (i) the vesting of any or all options or awards granted pursuant to the Stock Incentive Plans, as applicable, will accelerate upon the change-in-control transaction, and (ii) any or all options granted pursuant to the Plans will become exercisable in full prior to the consummation of the change-in-control transaction at such time and on such conditions as the Compensation Committee determines. If the options are not exercised prior to the consummation of the change-in-control transaction, they shall terminate at such time as determined by the Compensation Committee. Subject to any greater rights granted to participants under the Stock Incentive Plans, as applicable, in the event of the occurrence of a change-in-control transaction any outstanding options or other awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets. If the Company had experienced a change-in-control event as described in each of the Stock Incentive Plans on December 31, 2025, the value of accelerated options the Named Executive Officers, based on the difference between the closing price of our Common Stock on The Nasdaq Capital Market (Nasdaq) on December 31, 2025, and, if lower, the exercise price per share of each option for which vesting would be accelerated for each Named Executive Officer, would be an aggregate of $-0-.

DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation earned for service on our Board of Directors during the fiscal year ending December 31, 2025 by each individual who served as a director at any time during the fiscal year.

John N. Spencer, Jr.

As discussed below under "Director Compensation Plan", directors who are employees of the Company receive no compensation for their service as directors. As President and CEO, Mr. Dodd therefore receives no compensation for his service as a director; his compensation for service as President and CEO is shown in the "Summary Compensation" table above.

Represents the grant date fair value of stock options granted on January 2, 2025 to each non-employee director for 400 shares with an exercise price of $62.00 per share, vesting over a one-year period.

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

Aggregate Option Awards Outstanding

as of December 31, 2025

John N. Spencer, Jr.

Director Compensation Plan. In December 2021, the Board of Directors approved a recommendation from the Compensation Committee for director compensation, which we refer to as the Director Compensation Plan. The Director Compensation Plan applies only to non-employee directors. Directors who are employees of the Company receive no compensation for their service as directors or as members of committees.

Cash Fees – Under the Director Compensation Plan, each non-employee director receives an annual retainer (paid quarterly) of $25,000 ($50,000 for a non-employee Chairperson) for service as a member of the Board. In the absence of a non-employee Chairperson of the Board, a non-employee director designated as the Lead Director (currently Dr. McNally) receives an annual cash retainer of $35,000. Each non-employee director also receives an annual retainer of $7,500 ($15,000 for the Chairperson) for service as a member of the Audit Committee, $5,000 ($10,000 for the Chairperson) for service as a member of the Compensation Committee, and $5,000 ($7,500 for the Chairperson) for service as a member of the Nominating and Corporate Governance Committee. No additional fees are paid for meetings attended.

Stock Option Grants – We currently do not have a formula for determining stock option grants to directors (upon their election to the Board of Directors, or otherwise). Such option grants are currently determined by the Board of Directors, upon recommendation by the Compensation Committee based on the Compensation Committee's annual deliberations and review of the director compensation structure of similar companies. At its meeting in December 2024, upon a recommendation of the Compensation Committee, the Board of Directors approved an annual stock option grant of 400 shares to each of its non-employee members for ongoing service as members of the Board of Directors; such grants were issued in January 2025.

Expense Reimbursement – All directors are reimbursed for expenses incurred in connection with attending meetings of the Board of Directors and committees.

Certain relationships and related person transactions 25 changes

17 unchanged paragraphs

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of May 21, 2026 by (i) each principal stockholder, (ii) each director; (iii) each of the executive officers named in the summary compensation table; and (iv) all executive officers and directors as a group. Other than the principal stockholders named below we do not know of any person who beneficially owns more than 5% of our Common Stock as of May 21, 2026. Except as otherwise indicated in footnotes to this table or, where applicable, to the extent authority is shared by spouses under community property laws, to our knowledge, the holders listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Name of Beneficial Owner

Principal Stockholders

Armistice Capital Master Fund Ltd. (2)

Intracoastal Capital LLC (3)

Directors and Executive Officers: (4)

Dean G. Kollintzas (7)

Robert T. McNally (10)

John N. Spencer, Jr. (13)

All executive officers and directors as a group (11 persons) (14)

This table is based upon information supplied by officers and directors, and with respect to principal stockholders, any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC. Applicable percentage ownership is based on 5,210,465 shares of Common Stock outstanding as of May 21, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days after May 21, 2026 (subject to specified limits), at any time at the option of the holder, are deemed outstanding.

These shares are directly held by Armistice and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The number of shares beneficially owned includes 7,386,818 shares of Common Stock issuable upon the exercise of prefunded and common warrants, all of 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 Capital Master Fund Ltd. is 510 Madison Avenue, 7th Floor, New York, NY 10022.

These shares are directly held by Intracoastal Capital LLC ("Intracoastal") and may be deemed to be indirectly beneficially owned by: (i) Mitchell P. Kopin, and (ii) Daniel B. Asher. The number of shares beneficially owned includes 2,460,319 shares of Common Stock issuable upon the exercise of prefunded and common warrants, all of which are subject to beneficial ownership limitations that prohibit Intracoastal from exercising any portion of such a warrant that would result in Intracoastal 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 Intracoastal's exercise. The percentage of shares owned assumes the exercise of all warrants held by Intracoastal, up to the beneficial ownership limitations described above. The address of Intracoastal Capital, LLC is 245 Palm Trail, Delray Beach, FL 33483.

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

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

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

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

Includes stock options to purchase 856 shares of Common Stock.

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

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

Includes stock options to purchase 856 shares of Common Stock.

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

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

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

Description of the securities 40 changes

We are offering up to Shares, or Pre-Funded Warrants in lieu thereof, at an assumed offering price of $ per Share, and accompanying Warrants to purchase up to shares of Common Stock. For each Pre-Funded Warrant we sell, the number of Shares we are offering will be decreased on a one-for-one basis. Each Share or Pre-Funded Warrant is being sold together with a Warrant to purchase one share of Common Stock. The Shares or Pre-Funded Warrants and accompanying Warrants will be issued separately. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Warrants and Pre-Funded Warrants offered hereby.

4 unchanged paragraphs

As of May 21, [_____], 2026, there were 5,210,465 7,369,243 shares of Common Stock outstanding and no shares of preferred stock outstanding. As of May 21, [_____], 2026, there are outstanding prefunded warrants to purchase 2,027,027 shares of common stock and common warrants to purchase 8,666,959 8,541,959 shares of Common Stock with a weighted average exercise price of $1.87 $1.88 per share. An additional 338,293 331,342 shares of Common Stock are reserved for issuance under our Stock Incentive Plans, of which 45,579 310,179 shares of Common Stock are issuable upon exercise of outstanding options at an average exercise price of $137.20 $20.82 per share.

1 unchanged paragraph

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 10005, telephone 800-937-5449.

1 unchanged paragraph

Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and fix the number of shares constituting any such series, the voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including the dividend rights, dividend rate, terms of redemption (including sinking fund provisions), redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series, without any further vote or action by the stockholders. For example, the Board of Directors is authorized to issue preferred stock that would have the right to vote, separately or with any other stockholder of preferred stock, on any proposed amendment to our certificate of incorporation, or on any other proposed corporate action, including business combinations and other transactions. We will not offer preferred stock unless the offering is approved by a majority of our independent directors. The independent directors will have access, at our expense, to our counsel or independent counsel.

We will not offer preferred stock unless the offering is approved by a majority of our independent directors. The independent directors will have access, at our expense, to our counsel or independent counsel.

The following summary of certain terms and provisions conditions of the May 2026 Inducement Warrants, the May 2026 Pre-Funded Warrants and the May 2026 PIPE Common Warrants (collectively, the "May 2026 Warrants") is not complete and is subject to, and qualified in its entirety by, the provisions of the applicable form of May 2026 Pre-Funded Warrant, each the form of which is filed as an exhibit to the registration statement of which this prospectus is forms a part. Prospective investors should carefully review the terms and provisions set forth in of the applicable form of May 2026 Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

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

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

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

1 unchanged paragraph

The May 2026 Inducement Warrants have an exercise price of $1.65 per share. The May 2026 Inducement Warrants will be exercisable from the effective date of stockholder approval. The May 2026 Inducement Warrants will expire five years after the date of stockholder approval.

The May 2026 Pre-Funded Warrants have an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

The May 2026 PIPE Common Warrants will have an exercise price of $1.48 per share. The May 2026 PIPE Common Warrants are immediately exercisable and were issued in two tranches: Series A Common Warrants, which will expire five years after the date of issuance, and Series B Common Warrants, which will expire eighteen months after 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. The May 2026 Pre-Funded Warrants were issued separately from the May 2026 PIPE Common Warrants and may be transferred separately. The May 2026 Warrants are issued in certificated form only.

The May 2026 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 May 2026 Warrants, the holder may elect to increase the amount of ownership of outstanding shares of Common Stock after exercising the holder's May 2026 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 May 2026 Warrants.

If at the time of exercise of the May 2026 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 May 2026 Warrant, then the May 2026 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 May 2026 Warrants.

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

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

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

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

1 unchanged paragraph

In the event of any fundamental transaction, as described in the May 2026 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 May 2026 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 May 2026 Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the May 2026 Warrants have the right to require us or a successor entity to redeem the May 2026 Warrants for cash in the amount of the Black-Scholes Value (as defined in each warrant) of the unexercised portion of the May 2026 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 May 2026 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.

No fractional shares of Common Stock will be issued upon the exercise of the May 2026 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.

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

Rights as a Shareholder Stockholder

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

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 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 form of Warrant.

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

The Warrants are exercisable upon issuance. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full in immediately available funds for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as described below). No fractional shares of Common Stock will be issued in connection with the exercise of Warrants. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Duration and Exercise Price

The assumed exercise price per whole share of our Common Stock purchasable upon the exercise of the Warrants is $ per share (assuming an exercise price equal to the last reported sale price of our Common Stock on Nasdaq on July , 2026, which was $ per share) of Common Stock. The Warrants have a -year term. The exercise price of the Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

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

In accordance with its terms and Subject to applicable laws, a May 2026 Warrant the Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of the May 2026 Warrant to us together with the appropriate instruments of transfer. and payment of funds sufficient to pay any transfer taxes (if applicable).

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

Fundamental Transactions

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

Rights as a Stockholder

Except by virtue of such holder's ownership of shares of our Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the Warrant.

21 unchanged paragraphs

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC, 48 Wall Street, New York, NY 10005, telephone (800) 468-9716.

Our common stock is listed on Nasdaq under the symbol "GOVX."

Plan of distribution 87 changes

Each Selling Stockholder and any of its respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. Each Selling Stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales;

in transactions through broker-dealers that agree with such Selling Stockholder to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

Each Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by a Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from a Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, each Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. A Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. A Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

A Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify each Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by a Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, each Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by such Selling Stockholder or any other person. We will make copies of this prospectus available to a Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

The Placement Agent has agreed to act as our exclusive placement agent in connection with this offering subject to the terms and conditions of the placement agent agreement dated , 2026. The Placement Agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby. Therefore, we may not sell the entire amount of securities offered pursuant to this prospectus. 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.

We will deliver the securities being issued to the investors upon receipt of such investor's funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about , 2026.

We have agreed to indemnify the Placement Agent and specified other persons against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the Placement Agent may be required to make in respect thereof.

We have engaged the Placement Agent as our exclusive placement agent in connection with this offering. This offering is being conducted on a "best efforts" basis and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below:

Public offering price

Placement Agent fees (1)

Proceeds to us before offering expenses

We have agreed to pay the Placement Agent a cash placement agent fee of 7.0% of the aggregate offering proceeds of the securities sold in this offering. We have also agreed to reimburse the Placement Agent for certain expenses.

We have also agreed to reimburse the Placement Agent at closing (i) for legal and other expenses incurred by them in connection with the offering in an aggregate amount up to $70,000, and (ii) non-accountable expenses payable to the Placement Agent of up to $20,000. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees and expenses, will be approximately $[•].

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:

may not engage in any stabilization activity in connection with our securities; and may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

We have agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the placement agency agreement, or to contribute to payments that the placement agent may be required to make in respect of those liabilities.

Determination of Offering Price

The public offering price of the securities we are offering was negotiated between us and the investors, in consultation with the Placement Agent based on the trading of our Common Stock prior to this offering.

We have agreed with the Placement Agent to be subject to a lock-up period ending [•] 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:

offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock;

enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock; or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of our securities.

Electronic Prospectus

This prospectus may be made available in electronic format on internet sites or through other online services maintained by the Placement Agent or its affiliates and the placement agent may distribute this prospectus electronically.

Discretionary Accounts

The Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the Placement Agent that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the placement agent is not required to comply with the disclosure requirements of NI33-105 regarding placement agent conflicts of interest in connection with this offering.

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to "qualified domestic institutional investors."

European Economic Area - Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC (Prospectus Directive), as implemented in Member States of the European Economic Area (each, a Relevant Member State), from the requirement to produce a prospectus for offers of securities.

An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining our prior consent or any placement agent for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall require us to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (AMF). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2 and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d'investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), or ISA, nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be affected only in compliance with the Israeli securities laws and regulations.

The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB" pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 ("Decree no. 58"), other than:

to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (Regulation No. 1197l) as amended (Qualified Investors); and in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.

The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the FIEL) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.

The shares of Common Stock offered hereby have not been offered or sold, and will not be offered or sold, directly or indirectly in New Zealand and no offering materials or advertisements have been or will be distributed in relation to any offer of shares in New Zealand, in each case other than:

to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;

to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares before the allotment of those shares (disregarding any amounts payable, or paid, out of money lent by the issuer or any associated person of the issuer); or in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or reenactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are "qualified investors" (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. We may not render services relating to the securities within the United Arab Emirates, including the receipt of applications and/or the allotment or redemption of such shares.

No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA") has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply us.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA"), pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the CMA Regulations). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the shares of Common Stock offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Dubai International Financial Centre ( " DIFC " )

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority ("DFSA"). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The shares of Common Stock to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of Common Stock offered should conduct their own due diligence on the securities. If you do not understand the contents of this document, you should consult an authorized financial advisor.

and 7 more changes in the filing

Legal matters 1 change

The validity of the shares of Common Stock offered hereby will be passed upon for us by Womble Bond Dickinson (US) LLP. If the securities are distributed in an underwritten offering, Certain legal matters in connection with this offering will be passed upon for the underwriters Placement Agent by counsel identified in the applicable prospectus supplement. Sullivan & Worcester LLP, New York, New York.

Note 10: Subsequent Events 8 changes

12 unchanged paragraphs

2026 Interim Financial Statements (unaudited)

15 unchanged paragraphs

Issued and outstanding shares – 2,818,570 7,369,243 and 1,732,147 at March 31, June 30, 2026 and December 31, 2025, respectively 2,819 7,369 1,732 Additional paid-in capital 156,573,724 162,262,683 154,644,252 Accumulated deficit (156,082,773 (160,509,351 ) (150,820,852 ) Total stockholders' equity 493,770 1,760,701 3,825,132 Total liabilities and stockholders' equity $ 2,982,433 4,642,757 $ 6,341,868 See accompanying notes to condensed consolidated financial statements.

1 unchanged paragraph

Three Months Ended March 31, June 30,

Six Months Ended June 30,

8 unchanged paragraphs

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (Unaudited) Three Months Three-Month and Six-Month Periods Ended March 31, June 30, 2026 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2025 1,732,147 $ 1,732 $ 154,644,252 $ (150,820,852 ) $ 3,825,132 Sale of common stock and warrants for cash 1,017,442 1,018 1,717,883 - 1,718,901 Issuance of common stock upon warrant exercises 3,433 4,838 - 4,841 Fractional share roundup following reverse split 65,548 (66 ) - - Stock option expense - - 206,817 - 206,817 Net loss for the three months ended March 31, 2026 - - - (5,261,921 ) (5,261,921 ) Balance at March 31, 2026 2,818,570 $ 2,819 $ 156,573,724 $ (156,082,773 ) $ 493,770 Sale of common stock and warrants for cash 2,880,470 2,880 3,551,200 - 3,554,080 Issuance of common stock upon warrant exercises 1,663,452 1,663 1,974,020 - 1,975,683 Issuance of common stock for services 6,751 14,993 - 15,000 Stock option expense - - 148,746 - 148,746 Net loss for the three months ended March 31, June 30, 2026 - - - (4,426,578 ) (4,426,578 ) Balance at June 30, 2026 7,369,243 $ 7,369 $ 162,262,683 $ (160,509,351 ) $ 1,760,701 Three-Month and Six-Month Periods Ended June 30, 2025 Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-in Capital Deficit Equity Balance at December 31, 2024 421,475 $ $ 134,404,195 $ (129,356,081 ) $ 5,048,535 Sale of common stock and warrants for cash 132,104 7,914,270 - 7,914,402 Stock option expense - - 292,744 - 292,744 Net loss for the three months ended March 31, 2025 - - - (5,357,651 ) (5,357,651 ) Balance at March 31, 2025 553,579 142,611,209 (134,713,732 ) 7,898,030 Issuance of common stock upon warrant exercises 83,405 - Stock option expense - - 292,740 - 292,740 Net loss for the three months ended June 30, 2025 - - - (5,369,783 ) (5,369,783 ) Balance at June 30, 2025 636,984 $ $ 142,611,209 142,904,075 $ (134,713,732 (140,083,515 ) $ 7,898,030 2,821,196 See accompanying notes to condensed consolidated financial statements.

1 unchanged paragraph

Three Months Ended March 31,

Six Months Ended June 30,

14 unchanged paragraphs

Net proceeds from warrant exercises exercise

5 unchanged paragraphs

Notes to the financial statements 51 changes

1 unchanged paragraph

The Company's primary development priority is the advancement of GEO-MVA, a Modified Vaccinia Ankara (MVA) vaccine candidate for mpox, smallpox, and other poxviruses. The program is advancing under an expedited regulatory pathway in Europe, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. The Company's lead clinical program in oncology is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy, which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. and for which A Phase 2 clinical trial evaluating Gedeptin in combination with an immune checkpoint inhibitor (ICI) as first-line treatment of patients with squamous cell head and neck cancer is planned to initiate during the first second half of 2027. The Company is also developing GEO-CM04S1, a next-generation multi-antigen COVID-19 vaccine which is currently being evaluated in Phase 2 clinical trials.

1 unchanged paragraph

We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 those accounting policies that we consider significant in determining our results of operations and financial position. During the three six months ended March 31, June 30, 2026, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

2 unchanged paragraphs

We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and will require additional funding to continue our research and development activities. We believe that our existing cash resources will be sufficient to continue our planned operations into June September 2026. We plan to pursue additional capital resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company's ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company's planned operations, but that our plans do not fully alleviate the substantial doubt about the Company's ability to operate as a going concern.

3 unchanged paragraphs

During the three six months ended March 31, June 30, 2026, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.

18 unchanged paragraphs

Operating Leases. During 2025, we leased combined office and laboratory space in the metropolitan Atlanta, Georgia area under an operating lease agreement which expired on December 31, 2025. In August and September 2025, we entered into new agreements for the lease of laboratory space and separate office space. and laboratory spaces. Each of these agreements provided access to the respective spaces beginning November 1, 2025 for three-year original terms, with periodic base rent adjustments throughout the terms. During April 2026, the landlord for the facility where our laboratory operations are conducted informed us that the facility is now planned for closure effective September 30, 2026; therefore, our lease will end as of that date. As of March 31, June 30, 2026, the remaining terms of our office lease and laboratory lease leases are 2.6 2.3 years and 0.5 0.3 years, respectively.

Operating lease right-of-use assets and liabilities on the consolidated balance sheet represent the present value of the remaining lease payments over the remaining lease terms. Payments for additional fees to cover the Company's share of certain facility expenses are not included in operating lease right-of-use assets and liabilities. We use our incremental borrowing rate to calculate the present value of its lease payments, as the implicit rates in the leases are not readily determinable. As a result of the modification to our laboratory lease discussed above, we remeasured the lease liability and made a corresponding adjustment to reduce the carrying amount of the right-of-use asset; the adjusted balances are reflected in our consolidated balance sheet as of March 31, June 30, 2026.

Total operating lease expense for the three-month and six-month periods ended March 31, June 30, 2026 and 2025 was $76,372 $78,045 and $154,418, respectively, as compared to $48,177 and $96,355, respectively, for the same periods of 2025. The following table summarizes the Company's remaining undiscounted cash payment obligations for its operating lease liabilities as of March 31, June 30, 2026:

2 unchanged paragraphs

Total operating lease liability as of March 31, June 30, 2026

6 unchanged paragraphs

Common Stock Transactions

Common Stock and Warrant Transactions

1 unchanged paragraph

March 2026 Warrant Exercise Inducement . On March 31, 2026, we entered into warrant exercise inducement letters with the holders of certain existing stock purchase warrants (with exercise prices ranging from $1.4103 to $32.75 per share), whereby the holders agreed to exercise exercised an aggregate of 634,658 of the warrants at a reduced exercise price of $1.36 per share in consideration for our agreement to issue new warrants to purchase 1,269,316 shares of common stock at an exercise price of $1.36 per share. Upon exercise of their existing warrants, at the holder's direction we issued to them an aggregate of 560,658 shares of common stock and held 74,000 shares in abeyance, which were subsequently issued in April 2026. Net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $762,700.

May 2026 Warrant Exercise Inducement. On May 7, 2026, we entered into warrant exercise inducement letters with the holders of certain existing warrants (with exercise prices of $1.1877 per share), whereby the holders exercised an aggregate of 779,443 of the warrants in consideration for our agreement to issue new warrants to purchase 1,558,886 shares of common stock at an exercise price of $1.65 per share. Aggregate net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $844,100.

May 2026 Offering . On May 19, 2026, we closed a private placement offering resulting in the issuance of 2,027,027 shares of common stock and common warrants to purchase up to 4,054,054 shares of common stock at an initial exercise price of $1.48 per share. Net proceeds after deducting placement agent fees and other offering expenses were approximately $2,709,800.

Other Common Stock Transactions. During June 2026, we issued 6,751 shares of our common stock pursuant to a consulting agreement. The shares were valued at $15,000 and will be recorded as stock-based compensation expense over the term of the related agreement. See Note 6.

Other Warrant Exercises. On During March 11, 2026, we issued 3,433 shares of our common stock upon the exercise of stock purchase warrants for net proceeds of approximately $4,800. During May 2026, we issued an aggregate of 1,663,452 shares of our common stock upon the exercise of stock purchase warrants for net proceeds of approximately $1,975,700.

1 unchanged paragraph

Stock options outstanding at March 31, 2026

Stock options exercisable at March 31, 2026

Stock Incentive Plans

We have stock-based incentive plans (the "Plans") pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of 338,293 331,342 shares of our common stock are reserved for future issuance pursuant to the Plans (inclusive of outstanding stock options). There were no A summary of the Company's stock option grants or other activity with the Plans during the three six months ended March 31, 2026. Certain information concerning stock options outstanding at March 31, June 30, 2026 is presented below.

Outstanding at December 31, 2025

Forfeited or expired

Outstanding at June 30, 2026

Exercisable at June 30, 2026

The weighted average grant date fair value of stock options awarded during the six months ended June 30, 2026, was $1.18. No stock options were awarded during the six months ended June 30, 2025. The fair values of the 2026 awards were estimated using the following assumptions:

Risk-free interest rate

Expected term (in years)

1 unchanged paragraph

Outstanding at March 31, 2026

The following common stock purchase warrants were outstanding as of March 31, June 30, 2026:

Outstanding at June 30, 2026

1 unchanged paragraph

The following table summarizes our total stock-based compensation expense for employees, directors and consultants for the three months ended March 31, 2026 and 2025:

Total stock option expense

General and administrative

Total stock-based compensation expense

In April 2026, we issued 74,000 shares of our common stock at the direction of an investor in our March 2026 warrant exercise inducement (See Note 5). These shares were previously held in abeyance pursuant to the terms of the transaction.

On May 7, 2026, we entered into warrant exercise inducement letters with the holders of certain existing warrants to purchase up to 851,493 shares of our common stock, whereby the holders exercised an aggregate of 501,144 of the warrants in consideration for our agreement to issue new warrants to purchase 1,002,288 shares of common stock at an exercise price of $1.65 per share. We agreed that the holders shall have the option to exercise the remaining balance of the existing warrants for additional shares of common stock of the Company based on the terms of the inducement letters within 12 days from the closing date. As of the date of this Quarterly Report an additional 20,000 warrants were exercised. Aggregate net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $535,600.

During May 2026, we issued an aggregate of 59,546 shares of our common stock upon the exercise of stock purchase warrants for net proceeds of approximately $70,723.

Stock-based compensation expense related to stock options and restricted stock awards is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the classification of the individual to whom the award is granted. We also have issued shares of restricted common stock to consultants and recognize the related expense over the terms of the related agreements.

The following table summarizes total stock-based compensation expense included in operating expenses for the periods presented:

Three Months Ended June 30,

Six Months Ended June 30,

Research and development expense

General and administrative expense

As of March 31, June 30, 2026, there is approximately $1.2 $1.3 million of unrecognized stock-based compensation expense that we expect to recognize over a weighted-average period of 1.8 1.7 years.

1 unchanged paragraph

and 8 more changes in the filing

Other Expenses of Issuance and Distribution 1 change

4 unchanged paragraphs

and 1 more change in the filing

Recent Sales of Unregistered Securities 1 change

5 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Exhibits 35 changes

36 unchanged paragraphs

and 35 more changes in the filing