GeoVax Labs Inc美股市值说明书(2025-09-19版)

GeoVax Labs, Inc. Up to $14,876,177Common Stock This prospectus supplement updates, amends and supplements certain information in the prospectus supplements, dated October15, 2024 and September 25, 2024 (the “Original Prospectus Supplement”), and the accompanying prospectus dated March 13,2024 (collectively, the “ATM Prospectus”). This prospectus supplement should be read in conjunction with the ATM Prospectus,and is qualified by reference thereto, except to the extent that the information herein updates, amends or supplements theinformation contained in the ATM Prospectus. This prospectus supplement is not complete without, and may only be delivered orutilized in connection with, the ATM Prospectus, and any future amendments or supplements thereto. Under the ATM Prospectus, we registered up to $30,000,000 of shares of our common stock, par value $0.001 per share (our“Common Stock”), relating to the offer and sale of our Common Stock time to time through or to A.G.P./Alliance Global Partners(“A.G.P.”), acting as sales agent or principal, in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933,as amended, pursuant to that certain Sales Agreement, dated as of September 25, 2024, between us and A.G.P., as agent (the “SalesAgreement”). From September 25, 2024 through the date of this prospectus supplement, we sold an aggregate of 3,964,770 sharesof our Common Stock for an aggregate purchase price of $8,950,918 under the ATM Prospectus. We are filing this prospectus supplement to amend the ATM Prospectus because we are now subject to General Instruction I.B.6 ofForm S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and theATM Prospectus are a part. As a result of these limitations and the current public float of our Common Stock, and in accordancewith the terms of the Sales Agreement, we may currently offer and sell shares of Common Stock having an aggregate offeringprice of up to approximately $5,925,259 from time to time through A.G.P. If our public float increases such that we may selladditional amounts under the Sales Agreement and the registration statement of which this prospectus supplement and the ATMProspectus are a part, we will file another prospectus supplement prior to making additional sales. Our common stock is quoted on The Nasdaq Capital Market under the symbol “GOVX.” On September 18, 2025, the last reportedsale price of our common stock was $0.6615 per share. The aggregate market value of our shares of Common Stock held by non-affiliates is approximately $21,548,168, which is calculated based on 25,320,996 shares outstanding held by non-affiliates and at aprice of $0.851 per share, the closing price of our Common Stock on July 23, 2025, a date that is within 60 days of filing thisprospectus supplement. Pursuant to General InstructionI.B.6 of Form S-3, in no event will we sell the securities described in thisprospectus supplement in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market valueof our common stock held by non-affiliates in any twelve (12)-month period, so long as the aggregate market value of ouroutstanding common stock held by non-affiliates remains below $75,000,000. During the twelve (12) calendar months prior to andincluding the date of this prospectus supplement, we have offered and sold aggregate gross proceeds of approximately $1,257,464of our securities pursuant to General InstructionI.B.6 of Form S-3. Investing in our common stock involves significant risks. See“Risk Factors”beginning on page S-11 of the OriginalProspectus Supplement, page 7 of the accompanying prospectus and under similar headings in the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. A.G.P. The date of this prospectus supplement is September 19, 2025.