GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, announced today that it has entered into a warrant inducement agreement with an existing institutional investor. The agreement provides for the immediate exercise of existing warrants to purchase up to 5,697,628 shares of the company's common stock at an exercise price of $0.64 per share, generating 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 for working capital and other general corporate purposes.
In consideration 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. The new warrants will have an exercise price of $0.64, will be initially exercisable on the date shareholder approval is obtained for the issuance of shares underlying the new warrants, and will expire five years following that approval date. The closing of the warrant inducement transaction is expected to occur on or about August 27, 2026, subject to customary closing conditions.
The private placement of the new warrants and the shares underlying them will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.
GeoVax is a clinical-stage biotechnology company focused on developing vaccines and immunotherapies for infectious diseases and solid tumor cancers. Its priority program is GEO-MVA, a Modified Vaccinia Ankara (MVA)-based vaccine targeting mpox and smallpox, which is advancing under an expedited regulatory pathway with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. In oncology, GeoVax is developing Gedeptin, a gene-directed enzyme prodrug therapy designed to enhance immune checkpoint inhibitor activity, which has completed a multicenter Phase 1/2 clinical trial in advanced head and neck cancer and is being advanced into combination strategies.
This financing provides GeoVax with additional capital to support its ongoing development programs, including the planned Phase 3 trial for GEO-MVA and the advancement of Gedeptin into combination studies. The warrant inducement transaction reflects the company's efforts to secure funding while managing dilution, as the new warrants are subject to shareholder approval. The company's ability to execute its strategic plans will depend on successful clinical trial outcomes, regulatory approvals, and continued capital raising efforts, as highlighted in its forward-looking statements.
