GeoVax Labs Inc

Bridge Financing

On May 10, 2024, we conducted a bridge financing through the issuance and sale of 10% Original Issue Discount Promissory Notes (the “Notes”) with an aggregate principal amount of $150,000 to members of our Board of Directors and senior management. The Notes are unsecured, bear interest at a rate of 15% per annum, and mature upon the earlier of: (i) six months from the issue date; or (ii) three days following the date the Company completes an offering of its common stock with gross proceeds of not less than $5 million.

Registered Direct Offering

On May 16, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (“Roth”) and a securities purchase agreement (the “Purchase Agreement”) with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the “Registered Direct Offering”), an aggregate of (i) 220,000 shares of the Company’s Common Stock, and (ii) pre-funded warrants to purchase up to an aggregate of 582,844 shares of Common Stock (the “Pre-Funded Warrants,” and the Shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”). In a concurrent private placement, the Company offered 2024 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with two 2024 Common Warrants to accompany each share of Common Stock or Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 1,605,688 shares of Common Stock (the “Common Warrant Shares”). The public offering price for each Share was $1.68 and the public offering price for each Pre-Funded Warrant was $1.67999. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire five years from the date of issuance. The 2024 Common Warrants have an exercise price of $1.68 per share, are immediately exercisable and will expire five years from the date of issuance. The net proceeds of the offering, after deducting Roth’s fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the 2024 Common Warrants, is approximately $1,180,000. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on May 21, 2024.