GeoVax Labs Inc 2025年度报告

FORM 10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39563 GEOVAX LABS, INC.(Exact name of registrant as specified in its charter) (678) 384-7220Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock $0.001 par valueGOVXThe Nasdaq Capital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☑No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Smaller reportingEmerging growth Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑company☑company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑The aggregate market value of Common Stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price on that date was $13,723,592.Number of shares of Common Stock outstanding as of April 15, 2026: 2,892,570 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with respect to its 2026 Annual Meeting of Stockholders areincorporated by reference in Part III of this document. Table of Contents PART I1ITEM1.BUSINESS1ITEM1B.UNRESOLVED STAFF COMMENTS27ITEM1C.CYBERSECURITY27ITEM2.PROPERTIES27ITEM3.LEGAL PROCEEDINGS27ITEM4.MINE SAFETY DISCLOSURES27PART II28ITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES28ITEM6.RESERVED28ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS29ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK35ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA35ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE35ITEM9A.CONTROLS AND PROCEDURES35ITEM9B.OTHER INFORMATION36ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS36PART III36ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE36ITEM11.EXECUTIVE COMPENSATION36ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS36ITEM13.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTORINDEPENDENCE36ITEM14.PRINCIPAL ACCOUNTING FEES AND SERVICES36PART IV37ITEM15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES37ITEM16.FORM 10-K SUMMARY39SIGNATURES40ii This Annual Report on Form 10-K (Annual Report) (including the section regarding Management’s Discussion and Analysis ofFinancial Condition and Results of Operations) contains forw