Geovax Labs Inc SEC Filings

GeoVax Labs, Inc. is offering 18,292,683 Common Units and 18,292,683 Pre-Funded Units, plus up to 36,585,366 shares of common stock underlying warrants, in a best efforts public sale. Each Common Unit includes one share of common stock and two five-year Common Warrants exercisable at $0.41 per share, while each Pre-Funded Unit substitutes a pre-funded warrant exercisable at $0.00001 plus two Common Warrants. The assumed public price is $0.41 per Common Unit and $0.40999 per Pre-Funded Unit, and GeoVax expects net proceeds of about $6,8 million, primarily to fund research, clinical trials, manufacturing, and working capital.

Before this deal, GeoVax had 30,058,786 shares outstanding as of December 12, 2025; this would rise to 48,351,469 shares if all Common Units are sold and no warrants are exercised. The company is a clinical-stage biotech with programs including Phase 2 trials for its COVID-19 vaccine candidate GEO-CM04S1, a planned Phase 2 study of its oncolytic therapy Gedeptin for head and neck cancer, and a GEO-MVA Mpox/smallpox vaccine expected to move directly into Phase 3 in 2026.

GeoVax reports it has never generated product revenue, incurred a net loss of approximately $17.0 million for the nine months ended September 30, 2025 and $25 million for 2024, and has received a going concern opinion from its auditors. Management warns the business requires continued external funding, highlights substantial outstanding and reserved equity (including 40,027,849 warrant shares and 2,033,648 shares reserved under stock plans), and notes significant risks around regulation, competition, intellectual property, Nasdaq listing, and potential dilution from additional equity issuance.

GeoVax Labs, Inc. (GOVX) reported the results of a special stockholder meeting held on November 26, 2025. Stockholders representing 14,125,083 of the company’s 29,705,360 issued and outstanding common shares as of September 30, 2025, were present by proxy.

Stockholders approved a proposal, required under Nasdaq listing rules, to allow the issuance of up to 11,904,768 shares of common stock upon exercise of common stock purchase warrants that were issued to certain institutional investors in a September 30, 2025 private placement. The proposal received 5,806,374 votes for, 946,094 against, and 870,973 abstentions, with 6,501,642 broker non-votes.

They also approved an amendment to the Certificate of Incorporation to implement a reverse stock split of the issued and outstanding common stock at a ratio between 1-for-10 and 1-for-25, with the exact ratio to be set by the Board of Directors. This proposal received 11,850,760 votes for, 2,158,471 against, and 115,852 abstentions.

GeoVax Labs, Inc. is supplementing a prospectus covering the resale of up to 1,605,688 shares of common stock by a selling stockholder, incorporating its latest Quarterly Report on Form 10‑Q for the period ended September 30, 2025.

The company reported no revenue in the third quarter from its government contract after BARDA, through the ATI‑RRPV arrangement, terminated that contract for convenience. Third‑quarter 2025 results show a net loss of $6.3 million, bringing the nine‑month net loss to $17.0 million, similar to the prior year despite lower research and development spending.

GeoVax ended the period with $5.0 million in cash and cash equivalents and 29,705,360 shares outstanding, funded largely by multiple equity offerings and warrant exercises that provided about $16.0 million in net financing cash year‑to‑date. Management states that existing cash is expected to fund operations into December 2025 and that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

GeoVax Labs filed a prospectus supplement covering the resale of up to 2,170,000 shares of common stock by a selling stockholder, updating the prospectus with its Form 10‑Q for the quarter ended September 30, 2025.

In the quarter, the company reported a net loss of $6,318,914 and nine‑month net loss of $17,046,348. Revenue was $0 in Q3, reflecting the previously disclosed termination for convenience of a government contract, with $2,489,145 recognized year‑to‑date. Cash and cash equivalents were $5,008,997 and working capital was $4,693,071 as of September 30, 2025. Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern, while noting plans to seek additional capital. Financing activities provided $16,041,861 in the nine months ended September 30, 2025. Shares outstanding were 29,705,360 as of November 13, 2025.

GeoVax Labs, Inc. filed a prospectus supplement updating a resale registration covering up to 1,700,000 shares of common stock by a selling stockholder and incorporating the company’s Q3 2025 Form 10‑Q.

For Q3 2025, GeoVax reported a net loss of $6,318,914 and no revenue for the quarter, with nine‑month revenue of $2,489,145 tied to its ATI‑RRPV contract prior to termination for convenience. Cash and cash equivalents were $5,008,997 as of September 30, 2025. The company states that these factors raise substantial doubt about its ability to continue as a going concern.

GeoVax completed several financings in 2025, including offerings closed on March 25, July 2, and September 30, and sales through an ATM program. Shares outstanding were 29,705,360 as of November 13, 2025.

GeoVax Labs filed a prospectus supplement for the resale of up to 975,610 shares of common stock by a selling stockholder, updating the base prospectus with its attached Q3 2025 Form 10-Q.

In the quarter, the company reported a net loss of $6,318,914 and $0 revenue, reflecting the previously disclosed termination-for-convenience of the BARDA-related ATI‑RRPV contract. For the nine months, net loss was $17,046,348. Cash and cash equivalents were $5,008,997, and working capital was $4,693,071. The company raised additional capital in March, July, and September 2025 through stock and warrant offerings and sales under its ATM program.

Management states these factors raise substantial doubt about the company’s ability to continue as a going concern. Shares outstanding were 29,705,360 as of November 13, 2025.

GeoVax Labs (GOVX) reported Q3 2025 results marked by a sharp revenue drop and continued losses. Revenue from government contracts was $0 in the quarter versus $2,789,484 a year ago after BARDA-directed work under the ATI‑RRPV contract was terminated for convenience on April 11, 2025. Operating expenses were $6,373,215 and the net loss was $6,318,914, or $0.31 per share.

For the nine months, revenue was $2,489,145, operating expenses totaled $19,686,436, and net loss was $17,046,348 ($0.97 per share). Cash and cash equivalents were $5,008,997, with working capital of $4,693,071. Management states existing cash funds operations into December 2025 and notes “substantial doubt” about the ability to continue as a going concern without additional capital. To support liquidity, the company completed equity financings in March (~$4.1 million net), July (~$5.5 million net), and September (~$2.3 million net), and sold shares via its ATM program (~$4.0 million net for the nine months). As of November 13, 2025, 29,705,360 shares were outstanding.

GeoVax Labs, Inc. filed a Rule 424(b)(3) prospectus covering the resale of up to 11,904,768 shares of common stock, issuable upon exercise of September 2025 warrants issued in a September 30, 2025 private placement. The company will not receive proceeds from sales by the selling stockholders; it would receive cash only if holders exercise the warrants. If exercised for cash in full, gross proceeds would be approximately $7.5 million.

The selling stockholders may sell shares from time to time via market or negotiated transactions as detailed under the plan of distribution. GeoVax’s common stock trades on Nasdaq under GOVX; on October 15, 2025, the last reported sale price was $0.5967 per share. Shares outstanding were 29,705,360 as of October 17, 2025. The company notes a Nasdaq bid-price deficiency letter with a compliance date of January 27, 2026.