GeoVax Labs Inc. (NASDAQ: GOVX) entered into a securities purchase agreement with existing institutional investors to raise approximately $3 million in gross proceeds through a private placement offering.

The biotechnology company will issue 2,027,027 shares of common stock along with two series of warrants. Series A warrants allow the purchase of up to 2,027,027 shares at $1.48 per share with a five-year term, while Series B warrants permit the purchase of the same number of shares at the same exercise price with an 18-month term.

The offering is expected to close on or about May 19, 2026, subject to customary closing conditions. GeoVax plans to use the net proceeds for working capital and general corporate purposes.

A.G.P./Alliance Global Partners serves as the sole placement agent for the transaction. The final proceeds will be reduced by placement agent fees and other offering expenses.

The securities are being sold under an exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation D. GeoVax has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the common stock and underlying warrant shares.

GeoVax develops vaccines and immunotherapies and is currently in the clinical stage of operations.