GeoVax Labs Inc美股招股说明书(2025-11-07版)

11,904,768 Shares of Common Stock This prospectus relates to the resale of up to an aggregate of 11,904,768 shares (the “September 2025 Warrant Shares”) of ourcommon stock, par value $0.001 per share (the “Common Stock”), issuable upon the exercise of that certain common stock purchasewarrants (the “September 2025 Warrants”) issued to certain institutional investors (the “Selling Stockholders”) in connection with theprivate placement offering which occurred on September 30, 2025 (the “September 2025 Private Placement”). We will not receive any proceeds from the sale of the September 2025 Warrant Shares covered by this prospectus by the SellingStockholders. All net proceeds from the sale of the September 2025 Warrant Shares covered by this prospectus will go to the SellingStockholders. However, we will receive the proceeds from any cash exercise of the September 2025 Warrants. See “Use of Proceeds.” The Selling Stockholders may sell all or a portion of the September 2025 Warrant Shares covered by this prospectus from time totime in market transactions through any market on which shares of our Common Stock are then traded, in negotiated transactions orotherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly orthrough a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan ofDistribution.” Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “GOVX”. OnOctober 15, 2025, the last reported sale price of our common stock was $0.5967 per share. Investing in our shares of common stock involves a high degree of risk. The risks are described in the“Risk Factors”sectionbeginning on page 6 of this prospectus. You should also consider the risk factors described or referred to in any applicableprospectus supplement before investing in these securities. Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 7, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS18USE OF PROCEEDS19DETERMINATION OF OFFERING PRICE19DIVIDEND POLICY19CAPITALIZATION20BUSINESS21MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION38MANAGEMENT46EXECUTIVE COMPENSATION49CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS53SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS56SELLING STOCKHOLDERS58DESCRIPTION OF SECURITIES59PLAN OF DISTRIBUTION64LEGAL MATTERS65EXPERTS65WHERE YOU CAN FIND MORE INFORMATION65INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC,the registration statement filed by us includes additional information not contained in this prospectus. You may read the registrationstatement and the other reports we file with the SEC at the SEC’s website described below under the heading “Where You Can FindMore Information.” Neither we nor the Selling Stockholders have authorized anyone to provide you with information different from that contained in thisprospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neitherwe nor the Selling Stockholders take any responsibility for, or can provide any assurance as to the reliability of, any information otherthan the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectusprepared by us or on our behalf. We and the Selling Stockholders are offering to sell, and seeking offers to buy, shares of our commonstock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectusor in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specifiedin such documents. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither we nor the Selling Stockholders are offering to sell or seeking offers to purchase these securities in any jurisdiction where theoffer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of the securities as to distribution of the prospectus outside of the United St