GeoVax announces $20 million in live bids and PIPE recorded at above-market prices under Nasdaq rules

ATLANTA, GA, May 25, 2022 (GLOBE NEWSWIRE) – via New Media Wire – GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company specializing in developing human vaccines and cancer immunotherapies, today announced that it has entered into a definitive agreement with a single institutional investor focused on healthcare to issue and sell 303,304 shares of the stock. Ordinary share at a purchase price of $1.65 per share (or a pre-funded security in place of it) in a direct offering listed at a premium to the market under NASDAQ rules. In a simultaneous private placement, GeoVax also agreed to issue and sell to the investor 9,090,910 shares of common stock (or equivalent common stock) at the same purchase price as in the recorded direct offering. In addition, the Company has agreed to issue to an investor unregistered preferred investment options (“Investment Options”) up to a total of 12,121,214 shares of common stock. The company’s total revenue from both shows is expected to be around $20 million. Bids are expected to close on or about May 27, 2022, subject to customary closing conditions being met.

HC Wainwright & Co. operates. As the exclusive underwriting agent for offers.

Unregistered investment options will be exercised immediately upon issuance at an exercise price of $1.65 per share and will expire five years from the date of issue for investment options to be issued in the registered direct offering and six years from the date of issue of the share. Investment options to be issued in the private placement.

Shares of common stock, pre-funded warrants, and shares of common stock upon which the pre-funded warrants are based (but excluding shares of common stock, pre-funded warrants in private placement, investment options, and shares of common stock upon which the investment options are based) are offered and sold by GeoVax in accordance with a “shelf” registration statement ” on Form S-3 (333-252437), including the primary prospectus, previously filed with the Securities and Exchange Commission (SEC) on January 26, 2021 and declared effective by the Securities and Exchange Commission on February 3, 2021. The offering of shares of common stock and pre-funded warrants to be issued in the registered direct offering is made only through the prospectus forming part of the registration statement. The Supplement to the Final Prospectus and the accompanying Primary Prospectus relating to the Registered Live Offering will be filed with the Securities and Exchange Commission, and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of this prospectus and accompanying principal prospectus may also be obtained from HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e – Mail at placements@hcwco.com.

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The unregistered shares of the common stock and the pre-funded warrants and investment options described above are offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D issued thereunder, in addition to shares of common stock on which pre-funded warrants and investment options are based, are not registered under applicable law or government securities laws. Accordingly, the shares, pre-funded warrants, investment options and shares of common stock underlying the pre-funded warrants and investment options may not be offered or sold in the United States if not registered with the Securities and Exchange Commission or the applicable exemption from this registration requirement. The securities are only offered to an approved investor. Pursuant to the Registration Rights Agreement with the investor, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of unregistered shares of common stock and shares issueable upon exercise of previously funded unregistered warrants and investment options. .

This press release shall not constitute an offer or solicitation of an offer for such securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company that develops human vaccines and immunotherapies against infectious diseases and cancer using new proprietary platforms. GeoVax’s product pipeline includes two ongoing Phase II clinical trials of GEO-CM04S1 (formerly COH04S1) for COVID-19 as a global mRNA booster vaccine licensed by the U.S. Food and Drug Administration (FDA) and as a primary vaccine for use in immunocompromised patients. In addition to GEO-CM04S1 for COVID-19, GeoVax is developing GEO-CM02 as a comprehensive coronavirus vaccine. The company is also conducting a phase 1/2 clinical trial of Gedeptin® for the treatment of head and neck cancer. Gedeptin® has been granted orphan drug status by the Food and Drug Administration. Additional research and development programs include prophylactic vaccines against Zika virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg and Lassa) and malaria, as well as immunotherapies for multiple solid tumors. The Company’s portfolio of wholly owned, shared and licensed intellectual property amounts to more than 70 granted or pending patent applications spread across 20 patent families.

For additional information about GeoVax, visit our website: www.geovax.com.

forward-looking statements

This release contains forward-looking statements regarding GeoVax’s business plans. The words “believe,” “aspire to,” “may,” “estimate,” “continue,” “expect,” “intend,” “should,” “plan,” “could,” “objective,” “possibility,” Likely”, “will”, “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These forward-looking statements have been based largely on our current expectations and expectations about future events and financial trends that we believe may affect our position. financial, results of operations, business strategy, and financial needs Actual results may differ materially from those presented in these statements due to a variety of factors, including whether GeoVax is able to Obtaining acceptable results from ongoing or future clinical trials of its research products GeoVax immuno-oncology products and prophylactic vaccines can elicit desired responses These products or vaccines can be used effectively GeoVax virus vector technology sufficiently amplifies immune responses to cancer antigens GeoVax can develop and manufacture its own immuno-oncology and prophylactic vaccine products with desired properties at the right time GeoVax immuno-oncology and prophylactic vaccine products will be safe for human use GeoVax vaccines will effectively prevent targeted infection in humans oncology products and prophylactic vaccines will receive the necessary regulatory approvals for their licensing and marketing GeoVax raises the bar Money required to complete development, there is development of competitive products that may be more effective or easier to use than GeoVax products, and GeoVax will be able to enter into favorable manufacturing and distribution agreements and other factors over which GeoVax has no control.

More information about our risk factors is found in our Form S-3 filing statement and the periodic Form 10-Q and Form 10-K reports that we have filed and will file with the Securities and Exchange Commission. Any forward-looking statement we make here speaks only as of the date it was made. Factors or events that could cause our actual results to differ may arise from time to time, and we cannot predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by US federal securities law.

GeoVax Laboratories, Inc.
678-384-7220
Investor@geovax.com