GeoVax Labs Inc

August Registered Direct Offerings

On August 28, 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 “ Aug 28 Registered Direct Offering”), (i) 837,500 shares (the “Aug 30 Shares”) of Common Stock, and (ii) pre-funded warrants to purchase up to 138,110 shares of Common Stock (the “Aug 30 Pre-Funded Warrants,” and the shares of Common Stock issuable upon exercise thereof, the “Aug 30 Pre-Funded Warrant Shares”). In a concurrent private placement, the Company offered Aug 30 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one Aug 30 Common Warrant to accompany each Aug 30 Share or Aug 30 Pre-Funded Warrant sold in the offering, and to purchase in the aggregate up to 975,610 shares of Common Stock (the “Aug 30 Common Warrant Shares”). The public offering price for each Share was $5.125 and the public offering price for each Aug 30 Pre-Funded Warrant was $5.12499. The Aug 30 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 Aug 30 Common Warrants have an exercise price of $5.00 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 Aug 30 Common Warrants, is approximately $4.6 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on August 30, 2024.

On August 20, 2024, the Company entered into a placement agency agreement (the “Aug 20 Placement Agency Agreement”) with Roth and a securities purchase agreement (the “Aug 20 Purchase Agreement”) with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the “ Aug 20 Registered Direct Offering”), (i) 1,360,731 shares (the “Aug 21 Shares”) of Common Stock, and (ii) pre-funded warrants to purchase up to 339,269 shares of Common Stock (the “Aug 21 Pre-Funded Warrants,” and the shares of Common Stock issuable upon exercise thereof, the “Aug 21 Pre-Funded Warrant Shares”). In a concurrent private placement, the Company offered Aug 21 Common Warrants to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with one Aug 21 Common Warrant to accompany each Aug 21 Share or Aug 21 Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 1,700,000 shares of Common Stock (the “Aug 21 Common Warrant Shares”). The public offering price for each Share was $5.00 and the public offering price for each Aug 21 Pre-Funded Warrant was $4.9999. The Aug 21 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 Aug 21 Common Warrants have an exercise price of $5.00 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 Aug 21 Common Warrants, is approximately $7.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering closed on August 21, 2024.

July Registered Direct Offering

On July 11, 2024, the Company entered into a placement agency agreement (the “July Placement Agency Agreement”) with Roth and a securities purchase agreement (the “July Purchase Agreement”) with a purchaser pursuant to which the Company agreed to sell, in a registered direct offering (the “July Registered Direct Offering”), (i) 458,632 shares (the “July Shares”) of Common Stock, and (ii) pre-funded warrants to purchase up to 626,368 shares of Common Stock (the “July 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 common stock purchase warrants (the “July Common Warrants”) to the purchaser, with each warrant exercisable to purchase one share of Common Stock, with two July Common Warrants to accompany each July Share or July Pre-Funded Warrant sold in the Offering, and to purchase in the aggregate up to 2,170,000 shares of Common Stock (the “July Common Warrant Shares”). The public offering price for each July Share was $2.86 and the public offering price for each July Pre-Funded Warrant was $2.85999. The July 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 July 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 July 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.