GeoVax Labs Inc美国股市招股说明书(2025-11-13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 September 30, 2025, filed with theSecurities and Exchange Commission on November 13, 2025. Accordingly, we have attached that filing to this prospectussupplement. 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 November 13, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended September 30, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromto Commission File Number: 001-39563 GEOVAX LABS, INC.(Exact name of registrant as specified in its charter) (State or other jurisdictionof incorporation or organization) (678) 384-7220(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each ClassTrading Symbol Name of each Exchange on which RegisteredCommon Stock $0.001 par valueGOVXThe Nasdaq Capital 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 filer☒Smaller reportingcompany☒ Emerging growthcompany 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 November 13, 2025, 29,705,360 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding. TABLE OF CONTENTS Item 1Condensed Consolidated Financial Statements:1Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 20241Condensed Consolidated Statements of Operations for the three-month and nine-month periods ended September 30,2025 and 2024 (unaudited)2Condensed Consolidated Statements of Changes in Stockholders’Equity for the three-month and nine-month periodsended September 30, 2025 and 2024 (unaudited)3Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024(unaudited)4Notes to Condensed Consolidated Financial Statements (unaudited)5Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations9Item 3Quantitative and Qualitative Disclosures about Market Risk15Item 4Controls and Procedures15PART II–OTHER INFORMATIONItem 1Legal Proceedings16Item1ARisk Factors16Item 2Unregistered Sales of Equity Securities and Use of Proceeds16Item 3Default