GeoVax Labs Inc美股招股说明书(2025-12-22版)

13,244,896 Common UnitsEach Common Unit Consisting ofOne Share of Common Stock andTwo Warrants to Purchase One Share of Common Stock 13,244,896Pre-Funded UnitsEach Pre-Funded Unit Consisting ofOne Pre-Funded Warrant to Purchase One Share of Common Stock andTwo Common Warrants to Purchase One Share of Common Stock Up to 26,489,792 Shares of Common Stock Underlying the Warrants This prospectus relates to a best efforts public offering of 13,244,896units (each a Common Unit and, collectively, the Common Units) atan offering price of $0.245per Unit, each Unit consisting of one share of common stock, $0.001 par value per share (the Common Stock),of GeoVax Labs, Inc. (GeoVax, us, we or the Company) and two warrants to purchase one share of Common Stock (each a CommonWarrant and, collectively, the Common Warrants). Each warrant is immediately exercisable for one share of Common Stock at an exerciseprice of $0.245per share (100% of the price of each share of Common Stock sold in this offering) and will expire five years from the dateof issuance. We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser,together with its affiliates and related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded units (each a Pre-Funded Unit and, collectively, the Pre-Funded Units, and, together with the Common Units, the Units) in lieu ofthe Common Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding Common Stock, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of Common Stock(each a Pre-Funded Warrant and, collectively, the Pre-Funded Warrants and, together with the Common Warrants, the Warrants) and twoCommon Warrants. The purchase price of each Pre-Funded Unit will equal the price per Common Unit, minus $0.00001, and the exerciseprice of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.00001 per share. There can be no assurance that we will sellany of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may beexercised at any time until exercised in full.For each Pre-Funded Unit we sell, the number of Common Units we are offering will bedecreased on a one-for-one basis. Because we will issue two Common Warrants as part of each Unit, the number of CommonWarrants sold in this offering will not change as a result of a change in the mix of the Common Units and Pre-Funded Units sold. The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time totime upon exercise of the Warrants (the Warrant Shares) included in the Units offered hereby. See “Description of Securities We AreOffering” in this prospectus for more information. The Units will not be certificated and the shares of Common Stock and the warrants comprising such Units are immediately separable andwill be issued separately in this offering. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “GOVX.” On December 18, 2025, the last reported saleprice of our Common Stock on the Nasdaq Capital Market was $0.24per share. We urge prospective purchasers of our Common Stock toobtain current information about the market prices of our Common Stock. There is no established trading market for the Units or the Warrants and we do not expect a market to develop. We do not intend to applyfor the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidityof such securities will be limited. We have engaged Roth Capital Partners, LLC (the placement agent) to act as placement agent in connection with this offering. Theplacement agent has agreed to use its reasonable “best efforts” to arrange for the sale of the securities offered by this prospectus. Theplacement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange thepurchase or sale of any specific number of securities or dollar amount. We have agreed to compensate the placement agent as set forth inthe table below, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum number ofsecurities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby,and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue thebusiness goals outlined in this prospectus. We expect that the offering will settle delivery versus payment/receipt versus payment.Accordingly, we and the pla