GeoVax Labs, Inc. (Nasdaq: GOVX) announced it has entered into definitive securities purchase agreements with institutional and individual investors for a public offering expected to generate approximately $3.2 million in gross proceeds. The company will issue approximately 13.2 million units at $0.245 per unit, with each unit comprising one share of common stock and warrants to purchase additional shares. Roth Capital Partners is acting as the exclusive placement agent for the offering, which is expected to close on or about December 22, 2025.
The company intends to use the net proceeds for working capital and general corporate purposes, supporting its clinical-stage biotechnology programs. GeoVax's lead clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine currently in three Phase 2 clinical trials. These trials evaluate the vaccine as a primary option for immunocompromised patients, a booster for chronic lymphocytic leukemia patients, and a more robust booster for healthy individuals who previously received mRNA vaccines.
In oncology, GeoVax is advancing Gedeptin®, a novel oncolytic solid tumor gene-directed therapy that recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. The company is also developing a vaccine targeting Mpox and smallpox, anticipating progression directly to Phase 3 clinical evaluation based on recent EMA regulatory guidance, bypassing earlier trial phases. For more information about the current status of clinical trials and other updates, visit the company's website at https://www.geovax.com.
The offering is being made pursuant to a registration statement on Form S-1 (File No. 333-292127) declared effective by the Securities and Exchange Commission on December 19, 2025. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC's website at http://www.sec.gov. This capital raise comes at a critical juncture for GeoVax as it advances multiple clinical programs toward potential regulatory milestones in competitive vaccine and immunotherapy markets.
For business and technology leaders, this financing demonstrates the ongoing capital requirements for biotechnology companies advancing through clinical development phases. The funding supports GeoVax's position in developing vaccines for underserved patient populations and novel cancer therapies, areas with significant market potential. The company's approach to advancing its Mpox vaccine directly to Phase 3 trials represents an efficient regulatory pathway that could accelerate development timelines if successful.
The warrants issued in the offering will have an exercise price of $0.245 per share, be exercisable immediately following issuance, and have a five-year term. This structure provides investors with additional potential upside while giving GeoVax access to future capital if the warrants are exercised. The company's strong intellectual property portfolio supports its technologies and product candidates, with worldwide rights held for its innovations.
