GeoVax Announces a Warrant Inducement Transaction (Form 8-K)

GeoVax Announces a Warrant Inducement Transaction

ATLANTA, GA - August 26, 2026 - GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of existing warrants (the "Existing Warrants") to purchase up to 5,697,628 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an exercise price of $0.64 for gross cash proceeds of approximately $3,646,482, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

In consideration for the immediate exercise in full of the Existing Warrants, the investors will receive, in a private placement, new unregistered warrants to purchase up to 11,395,256 shares of Common Stock (the "New Warrants"). The New Warrants will have an exercise price of $0.64, will be initially exercisable on the date that shareholder approval of the issuance of the shares of Common Stock issuable upon the exercise of the New Warrants is obtained (the "Approval Date"), and will expire five (5) years following the Approval Date. The closing of the warrant inducement transaction is expected to occur on or about August 27, 2026, subject to satisfaction of customary closing conditions.

The private placement of the New Warrants and the shares of Common Stock underlying the New Warrants offered to the institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement 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.