GeoVax Labs Inc

Registered Direct Offering

On July 11, 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”), (i) 458,632 shares (the “Shares”) of the Common Stock, and (ii) pre-funded warrants to purchase up to 626,368 shares of Common Stock (the “Pre-Funded Warrants,” and the shares of Common Stock 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 or Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 2,170,000 shares of Common Stock (the “Common Warrant Shares”). The public offering price for each Share was $2.86 and the public offering price for each Pre-Funded Warrant was $2.85999. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and may be exercised at any time until exercised in full. The 2024 Common Warrants have an exercise price of $2.86 per share, are immediately exercisable upon stockholder approval and will expire five years from the date of such stockholder approval. 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 $2.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on July 12, 2024.