GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies for infectious diseases and cancer, announced today that it has entered into a securities purchase agreement with existing institutional investors for a private placement financing. The transaction is expected to generate gross proceeds of approximately $3 million, before deducting placement agent fees and other offering expenses, according to a press release from the company.
The financing involves the sale of 2,027,027 shares of common stock (or common stock equivalents) along with Series A warrants to purchase up to 2,027,027 shares and Series B warrants to purchase up to 2,027,027 shares, each with an exercise price of $1.48 per share. The Series A warrants have a five-year term, while the Series B warrants have an 18-month term. The offering is priced at-the-market under Nasdaq rules and is expected to close on or about May 19, 2026, subject to customary closing conditions.
GeoVax plans to use the net proceeds for working capital and general corporate purposes, which is critical as the company advances its lead program, GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. This program is progressing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. The funding also supports the development of Gedeptin®, a gene-directed enzyme prodrug therapy (GDEPT) for solid tumors, and GEO-CM04S1, a next-generation COVID-19 vaccine candidate for immunocompromised populations.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering. The securities are being offered in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. GeoVax has agreed to file a registration statement with the SEC covering the resale of the shares and underlying shares from the warrants.
The implications of this financing are significant for GeoVax, as it provides the necessary capital to advance its pipeline through key milestones. The company’s focus on orthopoxvirus vaccines addresses critical global needs for expanded supply and biodefense preparedness, particularly in light of recent mpox outbreaks. Additionally, the oncology program with Gedeptin aims to enhance immune checkpoint inhibitor activity, potentially offering new treatment options for head and neck cancer. The funding also supports the continued evaluation of GEO-CM04S1 in immunocompromised patients, addressing a vulnerable population that may not respond adequately to existing COVID-19 vaccines.
For more information about GeoVax and its pipeline, visit www.geovax.com. The press release is available on NewMediaWire.