GeoVax Labs, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’** EQUITY**

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosure of non-cash financing activities:

During the nine months ended September 30, 2024, we issued 5,947 shares of common stock upon the cashless exercise of 8,000 warrants.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(unaudited)

GeoVax Labs, Inc., headquartered in the Atlanta, Georgia metropolitan area, is a clinical-stage biotechnology company incorporated under the laws of the State of Delaware. GeoVax Labs, Inc. and its wholly owned subsidiary, GeoVax, Inc., a Georgia corporation, are collectively referred to herein as “GeoVax” or “the Company”.

The Company is focused on developing immunotherapies and vaccines against infectious diseases and cancers using novel vector vaccine platforms. GeoVax’s lead clinical program is GEO-CM04S1, a multi-antigen, next-generation COVID-19 vaccine currently in three Phase 2 clinical trials, being evaluated as (i) a primary vaccine for immunocompromised patients such as those suffering from hematologic cancers and other patient populations for whom the current authorized COVID-19 vaccines are insufficient, (ii) a booster vaccine in patients with chronic lymphocytic leukemia (CLL), and (iii) a more robust, durable COVID-19 booster among healthy patients who previously received the mRNA vaccines. In oncology GeoVax’s lead clinical program is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. The Company is also developing GEO-MVA, a vaccine targeting Mpox and smallpox, with a Phase 3 immuno-bridging study expected to initiate in late 2026.

We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 those accounting policies that we consider significant in determining our results of operations and financial position. During the nine months ended September 30, 2025, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

Basis of Presentation

The accompanying financial statements include the accounts of GeoVax Labs, Inc. and GeoVax, Inc. All intercompany transactions have been eliminated in consolidation. The financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of interim periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and will require additional funding to continue our research and development activities. We believe that our existing cash resources will be sufficient to continue our planned operations into late fourth quarter of 2025. We plan to pursue additional capital resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Recent Accounting Pronouncements

During the nine months ended September 30, 2025, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.

Prepaid expenses and other current assets consist of the following:

Property and equipment consist of the following:

Other assets consist of the following:

Accrued Expenses – Accrued expenses consist of the following:

*Operating Lease.*We currently lease office and laboratory space pursuant to an operating lease which expires on December 31, 2025. In August 2025, we entered into an agreement for the lease of laboratory space and in September 2025, we entered into a separate agreement for the lease of office space. Each of these agreements provide access to the respective spaces beginning November 1, 2025 for a three-year term.

Rent expense for the three-month and nine-month periods ended September 30, 2025 was $48,177 and $144,532, respectively, as compared to $46,764 and $140,292, respectively, for the same periods of 2024. Future minimum lease payments total $90,151 in 2025, $313,884 is 2026, $327,192 in 2027 and $282,211 in 2028.

*License Agreements.*We have entered into license agreements for various technologies and patent rights associated with our product development activities. These agreements may contain provisions for upfront payments, milestone fees due upon the achievement of selected development and regulatory events, minimum annual royalties or other fees, and royalties based on future net sales. Due to the uncertainty of the achievement and timing of the contingent events requiring payment under these agreements, the amounts to be paid by us in the future are not determinable.

Other Commitments. In the normal course of business, we enter into various contracts and purchase commitments including those with contract research organizations (“CROs”) for clinical trial services, contract manufacturing organizations (“CMOs”) for production of materials for use in our clinical trials, and other independent contractors or academic institutions for preclinical research activities and other services and products. Most contracts are generally cancellable, with notice, at the Company’s option. Payments due upon cancellation may consist of payments for services provided or expenses incurred to date, or cancellation penalties depending on the time of cancellation.

Common Stock Transactions

September 2025 Offering. On September 30, 2025, we closed a registered direct offering of 3,968,256 shares of common stock and in a concurrent private placement, we issued common warrants to the purchasers to purchase up to 11,904,768 shares of common stock at an exercise price of $0.63 per share. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $2.3 million.

July 2025 Offering. On July 2, 2025, we closed a public offering of an aggregate of 9,235,000 units, consisting of (i)9,235,000 shares of our common stock and (ii) warrants to purchase 18,470,000 shares of common stock at an exercise price of $0.65 per share. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.5 million.

March 2025 Offering. On March 25, 2025, we closed a registered direct offering of 1,350,000 shares of common stock, pre-funded warrants to purchase an aggregate of 2,085,115 shares of common stock, and common warrants to purchase up to 3,435,115 shares of common stock at an exercise price of $1.31 per share. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $4.1 million. The pre-funded warrants were fully exercised during the second quarter of 2025.

ATM Program. On September 25, 2024, we entered into a Sales Agreement and established an “At-the-Market” continuous offering program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time through its sales agent, shares of its common stock. During the three-month and nine-month periods ended September 30, 2025, we sold 337,511 and 2,290,114 shares of our common stock, respectively, through the ATM Program for net proceeds of approximately $220,000 and $4.0 million, respectively, after deducting commissions to the sales agent and other related expenses.

Stock Options

We have stock-based incentive plans (the “Plans”) pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of 2,033,648 shares of our common stock are reserved for future issuance pursuant to the Plans, inclusive of outstanding stock options. A summary of the Company’s stock option activity during the nine months ended September 30, 2025 is presented below.

Stock Purchase Warrants

A summary of the Company’s warrant activity during the nine months ended September 30, 2025 is presented below.

The table below summarizes additional information concerning warrants outstanding as of September 30, 2025.

***Reflects current exercise prices as of the date of this quarterly report, inclusive of exercise price reset adjustments in accordance with terms contained within each respective warrant agreement.

Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the classification of the individual to whom the award is granted. Stock-based compensation expense related to stock option grants was $277,546 and $863,030 during the three-month and nine-month periods ended September 30, 2025, respectively, as compared to $129,923 and $335,132, respectively, during the same periods of 2024. As of September 30, 2025, there is $1,619,481 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 2.1 years.

We occasionally issue shares of our restricted common stock for consulting and other services and recognize the related expense over the terms of the related agreements. During the three-month and nine-month periods ended September 30, 2024 we recorded stock-based compensation expense of $-0- and $54,167, respectively, associated with common stock issued for consulting services. No such expense was recorded during the 2025 periods.

In June 2024, GeoVax was awarded a contract through the Rapid Response Partnership Vehicle (RRPV) to advance the clinical development of GEO-CM04S1, the Company’s next-generation COVID-19 vaccine. The RRPV is a consortium funded by the Biomedical Advanced Research and Development Authority (BARDA), part of the Administration for Strategic Preparedness and Response (ASPR) in the U.S. Department of Health and Human Services (HHS). The award was formalized through an agreement with Advanced Technology International (ATI), the RRPV’s consortium management firm (the “ATI-RRPV Contract”). On April 11, 2025, we received notification from ATI directing the Company to immediately cease all work and indicating that BARDA determined to terminate the contract for convenience to the government pursuant to terms contained in the ATI-RRPV Contract.

During the three-month and nine-month periods ended September 30, 2025, we recognized revenue of $-0- and $2,489,145, respectively, associated with the ATI-RRPV Contract, as compared to $2,789,484 and $3,090,161, respectively, for the same periods in 2024.

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding. The Company’s potentially dilutive securities, which include stock options and stock purchase warrants, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. The securities that could potentially dilute basic earnings per share in the future and that have been excluded from the computation of diluted net loss per share totaled 41,166,797 and 6,951,395 shares at September 30, 2025 and 2024, respectively.

No provision for income taxes was recorded in either of the nine-month periods ended September 30, 2025 and 2024. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of September 30, 2025.