GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, announced on Monday that it has entered into a securities purchase agreement with existing institutional investors for a private placement financing expected to generate approximately $3 million in gross proceeds. The offering is priced at-the-market under Nasdaq rules and is expected to close on or about May 19, 2026, subject to customary conditions.
Under the terms of the agreement, GeoVax will sell 2,027,027 shares of common stock (or common stock equivalents) along with Series A warrants to purchase up to 2,027,027 shares of common stock at an exercise price of $1.48 per share for a five-year term, and Series B warrants to purchase up to 2,027,027 shares of common stock at the same exercise price for an 18-month term. The company stated that it intends to use the net proceeds from the offering for working capital and general corporate purposes.
This financing comes at a critical time for GeoVax as it advances its lead program, GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox. The company plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026 under an expedited regulatory pathway, aiming to address global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness. The additional capital could help support these late-stage development efforts.
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 company’s broader pipeline also includes GEO-CM04S1, a next-generation COVID-19 vaccine candidate being evaluated in immunocompromised and other patient populations.
The private placement was led by existing institutional investors, indicating continued support from the investment community. A.G.P./Alliance Global Partners is acting as the sole placement agent. The securities are being offered in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, meaning they have not been registered under federal securities laws. However, GeoVax has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares and underlying shares.
The announcement underscores the capital-intensive nature of clinical-stage biotechnology, where companies often seek funding to bridge development milestones. For GeoVax, the $3 million infusion provides near-term financial runway as it prepares for pivotal trials and continues to evaluate strategic partnerships. The company maintains a global intellectual property portfolio supporting its infectious disease and oncology programs.
Further information on risk factors is contained in GeoVax’s periodic reports filed with the SEC. The company cautioned that forward-looking statements, including those regarding the closing of the transaction and intended use of proceeds, are subject to risks and uncertainties that could cause actual results to differ materially.
For more information, visit www.geovax.com.
