GeoVax Labs (Nasdaq: GOVX) raises about $1M in direct stock and warrant deal

Rhea-AI Filing Summary

GeoVax Labs, Inc. entered into definitive agreements for a registered direct offering of 432,902 shares of common stock or pre-funded warrants at $2.31 per share (or $2.30999 per pre-funded warrant), together with a concurrent private placement of Series A-1 and A-2 common warrants.

The company expects gross proceeds of about $1 million and net proceeds of approximately $865,000, and plans to use the cash for working capital, general corporate purposes and to advance its product candidates. The deal includes 432,902 Series A-1 and 432,902 Series A-2 warrants at a $2.31 exercise price, exercisable after stockholder approval, and a repricing of 236,000 existing warrants down to $2.31 per share.

Insights

Equity capital markets analyst

GeoVax raises about $1M via a small equity and warrant financing, adding cash but also some warrant overhang.

GeoVax Labs completed a registered direct offering of 432,902 shares or pre-funded warrants at $2.31, plus a concurrent private placement of 432,902 Series A-1 and 432,902 Series A-2 warrants, with gross proceeds of about $1 million and net proceeds near $865,000.

The cash is earmarked for working capital and advancing clinical programs, which is typical for a clinical-stage biotech relying on external funding. The warrants become exercisable after stockholder approval and last up to five years, adding potential future share issuance alongside 236,000 existing warrants that were repriced to $2.31.

Actual impact depends on future share price, holder exercise decisions, and timing of stockholder approval referenced in the warrant terms. Subsequent company filings and shareholder materials are expected to provide more detail on the approval process tied to these new and amended warrants.

false 0000832489 0000832489 2026-02-13 2026-02-13

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 13, 2026

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39563	87-0455038
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

1955 Lake Park Drive, Suite 300

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GOVX	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Registered Direct Offering

On February 13, 2026, GeoVax Labs, Inc. (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 a registered direct offering (the “Offering”), an aggregate of (i) 402,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 30,902 shares of Common Stock (the “Pre-Funded Warrant Shares”). In a concurrent private placement, the Company offered to purchasers Series A-1 common warrants (the “Series A-1 Common Warrants”) to purchase an aggregate of 432,902 shares of Common Stock and Series A-2 common warrants (the “Series A-2 Common Warrants” and, together with the Series A-1 Common Warrants, the “Common Warrants”) to purchase an aggregate of 432,902 shares of Common Stock (such shares issuable upon exercise of the Common Warrants, the “Common Warrant Shares”). The public offering price was $2.31 for each Share and $2.30999 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.00001 per share, are exercisable immediately and may be exercised at any time until exercised in full. The Common Warrants will be exercisable beginning on the effective date of stockholder approval at an exercise price of $2.31 per share. The Series A-1 Common Warrants will expire five years after stockholder approval and the Series A-2 Common Warrants will expire two years after stockholder approval.

The net proceeds of the Offering, after deducting the placement agent’s fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Common Warrants, is approximately $865,000. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on February 17, 2026.

H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with the Offering under an Engagement Letter, dated as of January 29, 2026 (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering. The Company also agreed to pay the Placement Agent up to $35,000 for accountable expenses including the Placement Agent’s legal fees and expenses, and clearing fees of $10,000. Additionally, the Company has granted the Placement Agent a right of first refusal to act as the sole book-running manager, underwriter or placement agent, as applicable, for each and every future debt financing or refinancing and public or private equity offering by the Company or any of its successors or subsidiaries from the date hereof until the 6-month anniversary following consummation of the Offering. Lastly, the Company has also agreed to pay the Placement Agent a tail fee equal to the cash compensation in the Offering, if any investor who was contacted or introduced to the Company by the Placement Agent provides the Company with capital in any public or private offering or other financing or capital raising transaction during the 3-month period following expiration or termination of the Company’s engagement with the Placement Agent.

In the Purchase Agreement, the Company agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days after the closing date of the Offering. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Purchase Agreement) for 12 months after the closing date of the Offering, subject to certain exceptions.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the purchasers, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

Subject to certain ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.00001 per share of Common Stock any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the Common Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the option of the purchase, 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 Common Warrants or the Pre-Funded Warrants, respectively.

The Company paid the Placement Agent as compensation a cash fee equal to 7.0% of the gross proceeds of the Offering plus reimbursement of certain expenses and legal fees.

The Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by the Company pursuant to a prospectus supplement to the Registration Statement on Form S-3 originally filed on March 1, 2024 with the Securities and Exchange Commission (the “SEC”) under the Securities Act (File No. 333-277585), and declared effective on March 13, 2024.

The foregoing description of the material terms of the Purchase Agreement and the Common Warrants is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, the form of Pre-Funded Warrant, the form of Series A-1 Common Warrant and the form of Series A-2 Common Warrant, copies of which are filed as Exhibits 10.1, 4.1, 4.2 and 4.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The legal opinion, including the related consent, of Womble Bond Dickinson (US) LLP relating to the legality of the securities offered, issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Warrant Amendment

On July 2, 2025, the Company issued to two holders (collectively, the “Holders”) an aggregate of common warrants (the “Existing Warrants”) to purchase up to 236,000 shares of Common Stock. The exercise price for the Existing Warrants was $4.35 per share.

On February 13, 2026, in consideration for the Holders’ participation in the Offering, the Company has agreed to contractual amendments (the “Warrant Amendment Agreement”) to the Existing Warrants to (i) reduce the exercise price of the Existing Warrants to $2.31 per share and (ii) provide that the Existing Warrants will be exercisable commencing on the Stockholder Approval Date (as defined in the Common Warrants).

The foregoing description of the Warrant Amendment Agreement is qualified in its entirety by reference to the Form of Warrant Amendment Agreement, which is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares pursuant to the same exemption. The description of the Common Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. Each of the Form of Series A-1 Common Warrant and Form of Series A-2 Common Warrant has been filed as an exhibit to this Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On February 13, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K.

Exhibit No.	Description
4.1	Form of Pre-Funded Warrant
4.2	Form of Series A-1 Common Warrant
4.3	Form of Series A-2 Common Warrant
4.4	Form of Warrant Amendment Agreement
5.1	Opinion of Womble Bond Dickinson (US) LLP
10.1	Form of Purchase Agreement
23.1	Consent of Womble Bond Dickinson (US) LLP (contained in Exhibit 5.1)
99.1	Press Release dated February 13, 2026, announcing the pricing of the Offering
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GeoVax Labs, Inc.
February 17, 2026	By:	/s/ Mark W. Reynolds
	Name:	Mark W. Reynolds
	Title:	Chief Financial Officer

Exhibit 99.1

GeoVax Labs Announces $1 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

ATLANTA, GA, February 13, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX) (the “Company”), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into definitive agreements for the purchase and sale of 432,902 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.31 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering"). In a concurrent private placement, the Company will issue unregistered series A-1 warrants to purchase up to 432,902 shares of common stock and unregistered series A-2 warrants to purchase up to 432,902 shares of common stock. The warrants will have an exercise price of $2.31 per share and will be exercisable beginning on the effective date of shareholder approval of the issuance of the shares of common stock upon exercise of the warrants. The series A-1 warrants will expire five years after the date of shareholder approval and the series A-2 warrants will expire two years after the date of shareholder approval.

The closing of the Offering is expected to occur on or about February 17, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering are expected to be approximately $1 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the Offering to advance its product candidates, including research and development, manufacturing, clinical studies, and working capital.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Offering.

The shares (or pre-funded warrants) (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) in the registered direct offering described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-277585) previously filed with the Securities and Exchange Commission (the ”SEC”) and declared effective by the SEC on March 13, 2024. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the registered direct offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 236,000 shares of the Company’s common stock that were previously issued to the investors in July 2025, with an exercise price of $4.35 per share, respectively, effective upon the closing of the offering, such that the amended warrants will have a reduced exercise price of $2.31 per share and will be exercisable beginning on the effective date of shareholder approval of the issuance of the shares upon exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company developing novel vaccines against infectious diseases and therapies for solid tumor cancers. The Company’s lead clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine currently in three Phase 2 clinical trials, being evaluated as (1) a primary vaccine for immunocompromised patients such as those suffering from hematologic cancers and other patient populations for whom the current authorized COVID-19 vaccines are insufficient, (2) a booster vaccine in patients with chronic lymphocytic leukemia (CLL) and (3) a more robust, durable COVID-19 booster among healthy patients who previously received the mRNA vaccines. In oncology the lead clinical program is evaluating a novel oncolytic solid tumor gene-directed therapy, Gedeptin®, having recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. GeoVax is also developing a vaccine targeting Mpox and smallpox and, based on recent EMA regulatory guidance, anticipates progressing directly to a Phase 3 clinical evaluation, omitting Phase 1 and Phase 2 trials. GeoVax has a strong IP portfolio in support of its technologies and product candidates, holding worldwide rights for its technologies and products. For more information about the current status of our clinical trials and other updates, visit our website: www.geovax.com.

Forward-Looking Statements

This release contains forward-looking statements regarding GeoVax’s business plans, including, but not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, the receipt of shareholder approval and the anticipated use of proceeds from the offering. The words “believe,” “look forward to,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax is able to obtain acceptable results from ongoing or future clinical trials of its investigational products, GeoVax’s immuno-oncology products and preventative vaccines can provoke the desired responses, and those products or vaccines can be used effectively, GeoVax’s viral vector technology adequately amplifies immune responses to cancer antigens, GeoVax can develop and manufacture its immuno-oncology products and preventative vaccines with the desired characteristics in a timely manner, GeoVax’s immuno-oncology products and preventative vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent targeted infections in humans, GeoVax’s immuno-oncology products and preventative vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete development, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors, over which GeoVax has no control.

Further information on our risk factors is contained in our periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 

Company Contact:

info@geovax.com

678-384-7220

Media Contact:

Jessica Starman

media@geovax.com

###

FAQ

What did GeoVax Labs (GOVX) announce in its latest 8-K filing?

GeoVax Labs announced a registered direct offering paired with a concurrent private placement of warrants. The transaction covers 432,902 shares or pre-funded warrants at $2.31 and associated Series A-1 and A-2 warrants, providing fresh capital while introducing additional potential future share issuance.

How much capital did GeoVax Labs (GOVX) raise in the February 2026 offering?

GeoVax Labs expects gross proceeds of approximately $1 million from the offering. After placement agent fees and expenses, net proceeds are about $865,000, giving the company additional liquidity to fund operations, clinical development work, and general corporate purposes described in the transaction disclosure.

What securities were included in GeoVax Labs’ February 2026 financing?

The financing includes 432,902 shares of common stock or pre-funded warrants at $2.31, plus Series A-1 and Series A-2 common warrants for up to 432,902 shares each. The new warrants have a $2.31 exercise price and become exercisable following required stockholder approval conditions.

How will GeoVax Labs (GOVX) use the proceeds from this offering?

GeoVax Labs plans to use the net proceeds for working capital and general corporate purposes. The press release also notes funding will support advancement of product candidates, including research and development, manufacturing activities, and clinical studies across its vaccine and immuno-oncology programs.

What changes did GeoVax Labs make to its existing warrants in connection with the deal?

GeoVax amended existing common warrants covering up to 236,000 shares issued in July 2025. The exercise price was reduced from $4.35 to $2.31 per share, and the amended warrants become exercisable starting on the stockholder approval date defined in the new common warrant documentation.

Who acted as placement agent for GeoVax Labs’ February 2026 offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the transaction. GeoVax agreed to pay a 7.0% cash fee on aggregate gross proceeds, reimburse certain expenses, and grant the firm a right of first refusal on specified future financings for a defined post-closing period.

Are the GeoVax February 2026 warrants registered under the Securities Act?

The shares and pre-funded warrants in the offering are issued under an effective shelf registration. However, the Series A-1 and A-2 warrants and their underlying shares are being offered in a private placement under Section 4(a)(2) and/or Regulation D exemptions, meaning they are unregistered securities under the Securities Act.

Filing Exhibits & Attachments

11 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 230.2 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 88.3 KB
• EX-4.2 EXHIBIT 4.2 97.1 KB
• EX-4.3 EXHIBIT 4.3 96.9 KB
• EX-4.4 EXHIBIT 4.4 10.4 KB
• EX-5.1 EXHIBIT 5.1 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB