GeoVax Labs Inc美股招股说明书(2025-07-29版)

Up to 2,170,000 Shares of Common Stock We are supplementing the prospectus dated March 27, 2025 covering the sale of up to 2,170,000 shares of our common stock, $0.001par value, that may be sold from time to time by the selling stockholder named in the prospectus, to add certain information asdescribed below. This prospectus supplement supplements information contained in the prospectus dated March 27, 2025 and should be read inconjunction therewith, including any previous supplements and amendments thereto, which are to be delivered with this prospectussupplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectusdated March 27, 2025, including any previous supplements and amendments thereto. This prospectus supplement is being filed to update and supplement the information in the prospectus dated March 27, 2025 withinformation contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities andExchange Commission on July 28, 2025. Accordingly, we have attached that filing to this prospectus supplement. Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 8 of the prospectus dated March 27,2025 for a discussion of these risks. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement in truthful or complete. Any representation to the contrary is acriminal offense. The date of this Prospectus Supplement is July 28, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune 30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission File Number:001-39563 GEOVAX LABS, INC.(Exact name of registrant as specified in its charter) Delaware87-0455038(State or other jurisdiction(IRS Employer Identification No.)of incorporation or organization) 1900 Lake Park Drive, Suite 380Smyrna,Georgia30080(Address of principal executive offices)(Zip Code) (678)384-7220(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each Class Name of each Exchange on whichRegisteredTheNasdaqCapital MarketTheNasdaqCapital Market Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filerSmallerreportingcompany☐☒☐ Emerging growth company☐☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):Yes☐No☒ As of July 28, 2025,25,359,593shares of the Registrant’s common stock, $.001 par value, were issued and outstanding. TABLE OF CONTENTS GEOVAX LABS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) GEOVAX LABS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) See accompanying notes to condensed consolidated financial statements. GEOVAX LABS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2025(unaudited) 1.Nature of Business GeoVax Labs, Inc., headquartered in the Atlanta, Georgia metropolitan area, is a clinical-stage biotechnology company incorporatedunder the laws of the State of Delaware. GeoVax Labs, Inc. and its wholly owned subsidiary, GeoVax, Inc., a Georgia corporation, arecollectively referred to herein as “GeoVax” or “the Company”. The Company is focused on developing immunotherapies and vaccines against infectious diseases and cancers using novel vectorvaccine platforms. GeoVax’s lead clinical program is GEO-CM04S1, a n