GeoVax Labs: securities offering

Cover page 11 changes

Confidential Draft No. 2, as confidentially submitted to the Securities and Exchange Commission on October 27, 2026.

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

As filed with the Securities and Exchange Commission on November 3, 2026

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SUBJECT TO COMPLETION, DATED , November 3, 2026

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29,585,798 Shares of Common Stock

Up to 29,585,798 Pre-Funded Warrants to Purchase up to 29,585,798 Shares of Common Stock

Up to 29,585,798 Shares of Common Stock Underlying the Pre-Funded Warrants

We are offering 29,585,798 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of GeoVax Labs, Inc. ("GeoVax," "us," "we" or the "Company") in a firm commitment underwritten public offering. We are also offering pre-funded warrants to purchase up to 29,585,798 shares of Common Stock (the "Pre-Funded Warrants") to those purchasers who elect to purchase Pre-Funded Warrants in lieu of Shares, as described below. The assumed public offering price is $ $0.169 per Share, which is the last reported sale price of our Common Stock on The Nasdaq Capital Market ("Nasdaq") on , October 30, 2026, and $ $0.168 per Pre-Funded Warrant, which is equal to the assumed public offering price per Share minus the $0.001 per share exercise price of each Pre-Funded Warrant.

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Our Common Stock is listed on Nasdaq under the symbol "GOVX." On , October 30, 2026, the last reported sale price of our Common Stock on Nasdaq was $ $0.169 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

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We have granted the Underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to 4,437,869 additional Shares and/or Pre-Funded Warrants, representing 15% of the Shares and Pre-Funded Warrants sold in this offering, at the public offering price per Share or per Pre-Funded Warrant, as applicable, less the underwriting discount, solely to cover over-allotments, if any. If the Underwriter exercises this option in full, the total public offering price, underwriting discount and proceeds to us, before expenses, will be approximately $ , $ $5,749,999.72, $229,999.99 and $ , $5,519,999.73, respectively. See "Underwriting."

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The amount of proceeds to us, before expenses, does not give effect to any exercise of the Pre-Funded Warrants or to the non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the Underwriter. We estimate the total expenses of this offering payable by us, excluding the underwriting discount, the non-accountable expense allowance and the reimbursement of the Underwriter's legal fees, will be approximately $ . $121,862.75.

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The offering 6 changes

29,585,798 Shares of our Common Stock, or Pre-Funded Warrants to purchase up to 29,585,798 Shares of our Common Stock in lieu thereof. No common warrants are being offered. We are also registering the shares of our Common Stock issuable upon exercise of the Pre-Funded Warrants.

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Up to 4,437,869 additional Shares and/or Pre-Funded Warrants, representing 15% of the Shares and Pre-Funded Warrants sold in this offering, at the public offering price per Share or per Pre-Funded Warrant, exercisable within 45 days after the date of this prospectus.

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We are also offering to those purchasers whose purchase of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the closing of this offering, in lieu of purchasing Common Stock, Pre-Funded Warrants to purchase up to an aggregate of 29,585,798 Shares of our Common Stock. Each Pre-Funded Warrant is exercisable for one share of our Common Stock. The purchase price of each Pre-Funded Warrant is equal to the price at which a Share is being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the shares of Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. For each Pre-Funded Warrant that we sell, the number of shares of Common Stock that we are offering will be reduced on a one- for-one basis.

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$ $0.169 per Share and $ $0.168 per Pre-Funded Warrant.

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41,795,669 shares ( (46,233,538 shares if the underwriter exercises its over-allotment option in full).

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We estimate that we will receive net proceeds of approximately $ $4,628,000 from this offering, after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to advance our product candidates, including the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes, including up to $2.5 million for marketing and advertising services to communicate information about our company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to us. We do not intend to use any of the net proceeds from this offering to repay amounts under the Revolving Loan Agreement. See "Use of Proceeds."

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Risk factors 4 changes

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Investors in this offering Our existing stockholders will experience immediate and substantial dilution in net tangible book value, and investors in this offering will experience immediate and substantial dilution of their proportionate ownership interest.

The assumed public offering price will be substantially higher of $0.169 per Share is lower than the pro forma net tangible book value of $0.39 per share of our outstanding shares of Common Stock as of June 30, 2026. As a result, investors in this offering our existing stockholders will incur an immediate dilution of $ $0.16 per share in pro forma as adjusted net tangible book value, based on the assumed public offering price, and investors purchasing Shares in this offering will realize an immediate accretion of $ $0.06 per share. Investors in this offering will nonetheless suffer immediate and substantial dilution of their proportionate ownership and voting interest in the Company, and will experience further dilution upon the exercise of the Pre-Funded Warrants and the issuance of the Pre-Funded Warrant Shares. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. In addition, the exercise of outstanding warrants, including the August 2026 Warrant at an exercise price of $0.64 per share if approved by our stockholders, and options would result in further dilution. See "Dilution" for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

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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 the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes, including up to $2.5 million for marketing and advertising services to communicate information about our company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to us. Decisions regarding the use of proceeds will be made by our Board of Directors, which includes the Lender Board Nominees. 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.

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Although this is a firm commitment underwritten offering, the size of this offering is limited, and we expect that the net proceeds of this offering, together with our existing cash, will be sufficient to fund our operations only into the first quarter of 2027. The net proceeds of this offering may not be sufficient to begin the planned Phase 3 clinical trial of GEO-MVA and will not be sufficient to fund the planned Phase 3 clinical trial of GEO-MVA through completion. In addition, as of June 30, 2026 our stockholders' equity was $1,760,701, below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1), and our continued listing is subject to the decision of the Nasdaq Hearings Panel. There can be no assurance that the proceeds of this offering will enable us to regain or sustain compliance with Nasdaq listing requirements or to alleviate the substantial doubt about our ability to continue as a going concern. We will need to raise substantial additional capital, which may not be available on acceptable terms or at all.

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Use of proceeds 3 changes

We estimate that our net proceeds from the sale of 29,585,798 Shares in this offering will be approximately $ , $4,628,000, based upon an assumed public offering price of $ $0.169 per Share (which is the last reported sale price of our Common Stock on Nasdaq on , October 30, 2026), after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants and no exercise of the Underwriter's over-allotment option. We will receive only nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Each $ $0.01 increase (decrease) in the assumed public offering price set forth above would increase (decrease) the net proceeds to us from this offering by $ , approximately $281,000, assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us. Each 1,000,000 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 $ , approximately $161,000, assuming that the assumed offering price for the offering remains as set forth above, and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering, to advance our product candidates, including the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes. including up to $2.5 million for marketing and advertising services to communicate information about our company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to us. We have not entered into any agreements for such services as of the date of this prospectus. We intend to use the remainder of the net proceeds from this offering, to advance our product candidates, including the planned Phase 3 clinical trial of GEO-MVA, research and technical development, manufacturing, clinical studies, capital expenditures, and working capital and general corporate purposes. We do not intend to use any of the net proceeds from this offering to repay amounts under the Revolving Loan Agreement, under which no amounts are outstanding as of the date of this prospectus. 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.

Market for the common stock 2 changes

On September 25, 2020, our Common Stock began trading on Nasdaq under the symbol "GOVX." The closing price of our Common Stock on Nasdaq on , October 30, 2026 was $ . $0.169.

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As of , November 2, 2026, there were 25 28 holders of record of our Common Stock. A substantial number of our shares of Common Stock are held in street name and may, therefore, be held by additional beneficial owners. This number does not include beneficial owners for whom our securities are held by nominees in street name.

Capitalization 3 changes

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on a pro forma basis to give effect to (i) the August 2026 Warrant Inducement, including the issuance of 4,840,628 of the 5,697,628 shares of Common Stock for which the reduced exercise price was paid and net proceeds of approximately $3,341,000, and (ii) the issuance of 857,000 shares of Common Stock held in abeyance in connection with the August 2026 Warrant Inducement, for which no additional consideration is payable to us; and on a pro forma as adjusted basis to give further effect to the issuance and sale by us of 29,585,798 Shares in this offering at the assumed public offering price of $ $0.169 per Share, after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us, and assuming no sale of Pre-Funded Warrants which, if sold, would reduce the number of Shares that we are offering on a one-for-one basis.

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Each $ $0.01 increase (decrease) in the assumed public offering price of $ $0.169 per Share (which is the last reported sale price of our Common Stock on Nasdaq on , October 30, 2026) would increase (decrease) the pro forma as adjusted amount of cash and cash equivalents, additional paid-in capital and total stockholders' equity by $ , approximately $281,000, 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 the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants. Each 1,000,000 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 $ , approximately $161,000, assuming no change in the public offering price set forth above, and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us.

The table and discussion above are based on 7,369,243 shares of Common Stock outstanding as of June 30, 2026 (13,066,871shares (13,066,871 shares on a pro forma basis and 42,652,669 shares on a pro forma as adjusted basis), and do not include, as of that date:

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Dilution 4 changes

If you invest in our Common Stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per Share and the pro forma as adjusted net tangible book value per share of Common Stock. To the extent the public offering price per Share is less than the pro forma as adjusted net tangible book value per share, investors purchasing Shares in this offering will instead realize an immediate accretion in net tangible book value per share, and our existing stockholders will experience an immediate dilution in net tangible book value per share. The assumed public offering price of $0.169 per Share is lower than the pro forma net tangible book value of $0.39 per share of our outstanding shares of Common Stock as of June 30, 2026.

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After giving effect to the pro forma adjustments described above and the sale of 29,585,798 Shares by us in this offering at the assumed public offering price of $ $0.169 per Share, and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us, and assuming no sale of Pre-Funded Warrants, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been approximately $ , $9,730,000, or $ $0.23 per share of Common Stock. Because the assumed public offering price of $0.169 per Share is less than our pro forma net tangible book value of $0.39 per share, this represents an immediate increase decrease in pro forma as adjusted net tangible book value of $ $0.16 per share to our existing stockholders and an immediate dilution accretion of $ $0.06 per share to investors purchasing Shares in this offering.

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Increase Decrease in net tangible book value per share attributable to new investors $ (0.16 ) Pro forma as adjusted net tangible book value per share after this offering $ Dilution 0.23 Accretion per share to new investors $ 0.06 Each $ $0.01 increase (decrease) in the assumed public offering price of $ $0.169 per Share (which is the last reported sale price of our Common Stock on Nasdaq on , October 30, 2026) would increase (decrease) the pro forma as adjusted net tangible book value by $ approximately $0.007 per share and decrease (increase) the dilution accretion to investors participating in this offering by $ approximately $0.003 per share, assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us. Each 1,000,000 Share increase in the number of securities offered by us in this offering would increase decrease the pro forma as adjusted net tangible book value by $ approximately $0.001 per share and decrease the dilution accretion to investors participating in this offering by $ approximately $0.001 per share, assuming the assumed public offering price remains as set forth above and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us. Each 1,000,000 Share decrease in the number of securities offered by us in this offering would decrease increase the pro forma as adjusted net tangible book value by $ approximately $0.001 per share and increase the dilution accretion to investors participating in this offering by $ approximately $0.001 per share, assuming the assumed public offering price remains as set forth above and after deducting the underwriting discount, the non-accountable expense allowance and estimated offering expenses payable by us.

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The table and discussion above are based on 7,369,243 shares of Common Stock outstanding as of June 30, 2026 (13,066,871 shares on a pro forma basis and 42,652,669 shares on a pro forma as adjusted basis), and do not include, as of that date:

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Description of the securities 1 change

We are offering 29,585,798 Shares, or Pre-Funded Warrants in lieu thereof, at an assumed public offering price of $ $0.169 per Share and $ $0.168 per Pre-Funded Warrant. For each Pre-Funded Warrant we sell, the number of Shares we are offering will be decreased on a one-for-one basis. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants offered hereby.

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Plan of distribution 4 changes

E.F. Hutton & Co. (the "Underwriter") is acting as sole book-running manager and sole underwriter of this offering. Subject to the terms and conditions of an underwriting agreement between us and the Underwriter, dated , 2026 (the "Underwriting Agreement"), we have agreed to sell to the Underwriter, and the Underwriter has agreed to purchase from us, 29,585,798 Shares and (or, in lieu of Shares, Pre-Funded Warrants to purchase up to an aggregate of 29,585,798 shares of Common Stock, with the number of Shares reduced on a one-for-one basis for each Pre-Funded Warrant sold) at the public offering price less the underwriting discount set forth on the cover page of this prospectus.

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The Underwriter proposes to offer the Shares and Pre-Funded Warrants directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ $0.00676 per Share and $ $0.00672 per Pre-Funded Warrant. After this offering, the public offering price and concession may be changed by the Underwriter. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the Underwriter as stated herein, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. The Underwriter has informed us that it does not intend to confirm sales to any accounts over which it exercises discretionary authority.

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We have granted the Underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 4,437,869 Shares and/or Pre-Funded Warrants, representing 15% of the Shares and Pre-Funded Warrants sold in this offering, at the public offering price per Share or per Pre-Funded Warrant, as applicable, less the underwriting discount, solely to cover over-allotments, if any. If the Underwriter exercises this option in whole or in part, it will be obligated, subject to the conditions in the Underwriting Agreement, to purchase the additional securities in respect of which the option is exercised.

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We have also agreed to pay the Underwriter a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering, which would be $50,000 assuming gross proceeds of $5,000,000, and to reimburse the Underwriter for the reasonable and documented fees and expenses of its legal counsel in an amount not to exceed $80,000. We have paid the Underwriter an advance of $20,000 upon execution of our engagement letter, which will be applied against the accountable expenses payable by us to the Underwriter in connection with this offering; any portion of the advance not actually incurred will be returned to us in accordance with FINRA Rule 5110(g)(4)(A). We estimate that the total expenses of this offering payable by us, excluding the underwriting discount, the non-accountable expense allowance and the reimbursement of the Underwriter's legal fees, will be approximately $ . $121,862.75.

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Note 10: Subsequent Events 52 changes

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2026 Interim Financial Statements (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Operating lease liability, current portion

Total current liabilities

Operating lease liability, net of current portion

Commitments (Note 4)

Stockholders' equity:

Common stock, $.001 par value:

Authorized shares – 150,000,000

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Revenue from government contract

Research and development

General and administrative

Total operating expenses

Loss from operations

Net loss per common share

Weighted average shares outstanding

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (Unaudited) Three-Month and Six-Month Periods Ended 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 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 $ $ 142,904,075 $ (140,083,515 ) $ 2,821,196 See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Stock-based compensation expense

Changes in assets and liabilities:

Government contract receivable

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Purchase of equipment

Net cash used in investing activities

Cash flows from financing activities:

Net proceeds from sale of common stock and warrants

Net proceeds from warrant exercise

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

See accompanying notes to condensed consolidated financial statements.

Part I -- FINANCIAL INFORMATION

Notes to the financial statements 6 changes

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

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

Sole Book-Running Manager

INFORMATION NOT REQUIRED IN PROSPECTUS

Up to 29,585,798 Shares of Common Stock

Up to 29,585,798 Pre-Funded Warrants to Purchase up to 29,585,798 Shares of Common Stock Up to 29,585,798 Shares of Common Stock Underlying the Pre-Funded Warrants PROSPECTUS Sole Book-Running Manager E.F. Hutton & Co. , 2026 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution 1 change

The following table sets forth the costs and expenses, other than the underwriting discount and the non-accountable expense allowance, payable by us in connection with the offer of the securities being registered. All amounts are estimates except the SEC registration fee and the FINRA filing fee. The amounts shown below do not include the non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds of this offering payable to the Underwriter, which would be $50,000 assuming gross proceeds of $5,000,000.

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Exhibits 1 change

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Certificate of Amendment to Certificate of Incorporation filed January 9, 2026 (22) 3.3 Bylaws (as amended May 23, 2024) (16) 4.1 Form of Stock Certificate representing the Company's Common Stock, par value $0.001 per share (22) 4.22** 4.2* Form of Pre-Funded Warrant 5.1* Opinion of Womble Bond Dickinson (US) LLP 10.1*** Employment Agreement between GeoVax Labs, Inc. and David A. Dodd (4) 10.2*** Employment Agreement between GeoVax, Inc. and Mark W. Reynolds (2) 10.2.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark W. Reynolds (3) 10.3*** Employment Agreement between GeoVax, Inc. and Mark J. Newman, PhD (11) 10.3.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (12) 10.4*** Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (14) 10.4.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (14) 10.5*** Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (12) 10.5.1*** Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (12) 10.6*** GeoVax Labs, Inc. 2020 Stock Incentive Plan (7) 10.6.1*** GeoVax Labs, Inc. 2023 Stock Incentive Plan (13) 10.6.2*** GeoVax Labs, Inc. 2025 Stock Incentive Plan (19) 10.6.3*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2020 Stock Incentive Plan (6) II-3 10.6.4*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2023 Stock Incentive Plan (24) 10.6.5*** Form of Stock Option Agreement under the GeoVax Labs, Inc. 2025 Stock Incentive Plan (24) 10.7 Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (8) **** 10.8 Patent and Biological Materials License Agreement for Internal Research Use with the National Institute of Allergy and Infectious Diseases, dated November 25, 2020 (9) **** 10.9 Office Lease, dated September 15, 2025 (20) 10.10 Summary of the GeoVax Labs, Inc. Director Compensation Plan (11) 10.11 Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (10) **** 10.12 Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (17) 10.13 Securities Purchase Agreement, dated September 30, 2025 (18) 10.14 Securities Purchase Agreement, dated December 22, 2025 (21) 10.15 Securities Purchase Agreement, dated February 12, 2026 (23) 10.16 Form of Inducement Letter, dated May 7, 2026 (25) 10.17 Form of Purchase Agreement, dated May 18, 2026 (26) 10.18 Form of Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (26) 10.19 Form of Inducement Letter, dated August 25, 2026 (27) 10.20*# Revolving Loan Agreement, dated October 25, 2026, between GeoVax Labs, Inc. and Bowery Consulting Group Inc.**** 10.21 Form of Revolving Note 21.1 Subsidiaries of the Registrant (5) 23.1* Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344) 23.2* Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the Signature page of this Registration Statement on Form S-1) 101.INS Inline XBRL Instance Document (1) 101.SCH Inline XBRL Taxonomy Extension Schema Document (1) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (1) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (1) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (1) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 107.1** 107* Filing Fee Table * Filed herewith.

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Undertakings 3 changes

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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Smyrna, State of Georgia, on this 3 rd day of , November, 2026.

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/s/ Mark W. Reynolds

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/s/ Robert T. McNally