GeoVax (NASDAQ: GOVX) adjusts at-the-market stock sale limit

Rhea-AI Filing Summary

GeoVax Labs, Inc. files a prospectus supplement that currently permits additional at-the-market sales of its common stock of up to approximately $3,116,227 through A.G.P./Alliance Global Partners under an existing Form S-3 program. This updates an earlier $30,000,000 at-the-market facility under which the company has already sold 4,525,449 shares for $9,269,560.

The supplement reflects limits under General Instruction I.B.6 of Form S-3, tied to GeoVax’s public float. The aggregate market value of common stock held by non-affiliates is stated as $17,804,611, based on 1,728,603 non-affiliate shares at $10.30 per share as of December 8, 2025, and the company notes it has raised $2,818,643 under this instruction in the past twelve months. GeoVax’s stock trades on the Nasdaq Capital Market under the symbol GOVX, with a last reported price of $3.15 on January 23, 2026.

PROSPECTUS SUPPLEMENT  (To Prospectus Supplements Dated October 15, 2024, September 25, 2024 and September 19, 2025  and accompanying Prospectus Dated March 13, 2024) Filed Pursuant to Rule 424(b)(5) Registration No. 333-277585

GeoVax Labs, Inc.

Up to $12,385,787

Common Stock

This prospectus supplement updates, amends and supplements certain information in the prospectus supplements, dated October 15, 2024 (the “Original Prospectus Supplement”), September 25, 2024 and September 19, 2025, and the accompanying prospectus dated March 13, 2024 (collectively, the “ATM Prospectus”). This prospectus supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information herein updates, amends or supplements the information contained in the ATM Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus, and any future amendments or supplements thereto.

Under the ATM Prospectus, we registered up to $30,000,000 of shares of our common stock, par value $0.001 per share (our “Common Stock”), relating to the offer and sale of our Common Stock time to time through or to A.G.P./Alliance Global Partners (“A.G.P.”), acting as sales agent or principal, in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, pursuant to that certain Sales Agreement, dated as of September 25, 2024, between us and A.G.P., as agent (the “Sales Agreement”). From September 25, 2024 through the date of this prospectus supplement, we sold an aggregate of 4,525,449 shares of our Common Stock for an aggregate purchase price of $9,269,560 under the ATM Prospectus.

We are filing this prospectus supplement to amend the ATM Prospectus because we remain subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the ATM Prospectus are a part. As a result of these limitations and the current public float of our Common Stock, and in accordance with the terms of the Sales Agreement, we may currently offer and sell shares of Common Stock having an aggregate offering price of up to approximately $3,116,227 from time to time through A.G.P. If our public float increases such that we may sell additional amounts under the Sales Agreement and the registration statement of which this prospectus supplement and the ATM Prospectus are a part, we will file another prospectus supplement prior to making additional sales.

Our common stock is quoted on The Nasdaq Capital Market under the symbol “GOVX.” On January 23, 2026, the last reported sale price of our common stock was $3.15 per share. The aggregate market value of our shares of Common Stock held by non-affiliates is approximately $17,804,611, which is calculated based on 1,728,603 shares outstanding held by non-affiliates and at a price of $10.30 per share, the closing price of our Common Stock on December 8, 2025, a date that is within 60 days of filing this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities described in this prospectus supplement in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of our common stock held by non-affiliates in any twelve (12)-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75,000,000. During the twelve (12) calendar months prior to and including the date of this prospectus supplement, we have offered and sold aggregate gross proceeds of approximately $2,818,643 of our securities pursuant to General Instruction I.B.6 of Form S-3.

Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-11 of the Original Prospectus Supplement, page 7 of the accompanying prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is January 26, 2026.

FAQ

How much additional common stock can GeoVax (GOVX) sell under this prospectus supplement?

GeoVax may offer and sell shares of its common stock having an aggregate offering price of up to approximately $3,116,227 from time to time through A.G.P.

What is the total size of GeoVax’s at-the-market common stock program?

Under the Prospectus, GeoVax registered up to $30,000,000 of common stock for at-the-market offerings through or to A.G.P./Alliance Global Partners.

How much has GeoVax already sold under its at-the-market offering?

From September 25, 2024 through the date of the supplement, GeoVax sold an aggregate of 4,525,449 common shares for an aggregate purchase price of $9,269,560 under the Prospectus.

How does General Instruction I.B.6 of Form S-3 affect GeoVax (GOVX)?

Because GeoVax remains subject to General Instruction I.B.6, it may not sell in public primary offerings more than one-third of the $17,804,611 aggregate market value of its non-affiliate common stock in any twelve-month period while that value remains below $75,000,000.

What is GeoVax’s public float and how was it calculated?

GeoVax states that the aggregate market value of common stock held by non-affiliates is approximately $17,804,611, based on 1,728,603 non-affiliate shares at $10.30 per share, the closing price on December 8, 2025.

How much has GeoVax raised under Form S-3 General Instruction I.B.6 in the last year?

GeoVax reports that during the twelve calendar months prior to and including the date of the supplement, it has offered and sold aggregate gross proceeds of approximately $2,818,643 of its securities under General Instruction I.B.6 of Form S-3.

On which exchange does GeoVax (GOVX) trade and what was the recent share price?

GeoVax’s common stock is quoted on The Nasdaq Capital Market under the symbol GOVX, and the last reported sale price was $3.15 per share on January 23, 2026.