GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, has entered into a warrant inducement agreement with an existing institutional investor. The agreement facilitates the immediate exercise of existing warrants to purchase up to 5,697,628 shares of common stock at an exercise price of $0.64 per share, generating gross proceeds of approximately $3,646,482 before fees. The company intends to use the net proceeds for working capital and general corporate purposes.
In exchange for the immediate exercise of the existing warrants, the investor will receive new unregistered warrants to purchase up to 11,395,256 shares of common stock. These new warrants have an exercise price of $0.64, become exercisable upon shareholder approval of the underlying shares, and expire five years after that approval. The closing is expected on August 27, 2026, subject to customary conditions.
This transaction is a strategic move to bolster GeoVax's financial position as it advances its lead programs. The company's priority program, GEO-MVA, is a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. It is progressing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. This trial aims to address global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness.
In oncology, GeoVax is developing Gedeptin®, a gene-directed enzyme prodrug therapy (GDEPT) designed to enhance immune checkpoint inhibitor activity. Gedeptin has completed a multicenter Phase 1/2 clinical trial in advanced head and neck cancer and is being advanced into combination strategies, including planned neoadjuvant and first-line settings. The additional capital will support these development efforts and ongoing operations.
The private placement of the new warrants and underlying shares is being conducted under an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D. The securities cannot be offered or sold in the United States without an effective registration statement or an applicable exemption. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.
GeoVax maintains a global intellectual property portfolio supporting its infectious disease and oncology programs. The company continues to evaluate strategic partnerships and funding opportunities aligned with its development priorities. For more information, visit GeoVax's website.
Forward-looking statements in this release involve risks and uncertainties, including those related to clinical trial outcomes, regulatory approvals, and capital requirements. Actual results may differ materially. GeoVax undertakes no obligation to update these statements.
