GeoVax Labs, Inc.

Previous wording

GeoVax is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using novel proprietary platforms. GeoVax’s most advanced product candidates include a next-generation COVID-19 vaccine, a gene-directed enzyme prodrug therapy for solid tumor cancers, and a vaccine against Mpox and smallpox. Additional preclinical research and development programs include vaccines targeting hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan and Marburg), and Zika virus.

Current wording

GeoVax is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using novel proprietary platforms. GeoVax’s most advanced product candidates include a multi-antigen, next-generation COVID-19 vaccine, a gene-directed enzyme prodrug therapy for solid tumor cancers, and a vaccine against Mpox and smallpox. Additional preclinical research and development programs include vaccines targeting hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan and Marburg), and Zika virus.

Previous wording

The following table summarizes our results of operations for the three-month and six-month periods ended June 30, 2025 and 2024:

Current wording

The following table summarizes our results of operations for the three-month and nine-month periods ended September 30, 2025 and 2024:

Previous wording

During the three-month and six-month periods ended June 30, 2025, we reported $852,282 and $2,489,145, respectively, of revenues associated with the ATI-RRPV Contract as compared to $300,677 for the same periods in 2024. On April 11, 2025, we received the Notice (discussed above) directing us to stop work on all of our efforts with respect to the ATI-RRPV Contract.

Current wording

During the three-month and nine-month periods ended September 30, 2025, we reported $-0- and $2,489,145, respectively, of revenues associated with the ATI-RRPV Contract as compared to $2,789,484 and $3,090,161 for the same periods in 2024. On April 11, 2025, we received the notice (discussed above) directing us to stop work on all of our efforts with respect to the ATI-RRPV Contract, which was subsequently formally terminated.

Previous wording

For the three-month and six-month periods ended June 30, 2025, research and development expenses increased by $452,130 (10.6%) and $1,380,990 (15.9%), respectively, versus the comparable 2024 periods. The overall increase during 2025 primarily relates to program-specific costs associated with the ATI-RRPV Contract, Gedeptin and GEO-MVA, partially offset by lower costs for the GEO-CM04S1 clinical trials and manufacturing costs not covered by the ATI-RRPV Contract. The majority of the higher program costs relate to the ATI-RRPV Contract and include costs of manufacturing materials for use in our clinical trials, analytical expenses, third-party contracted research and consulting costs. Research and development expenses for the three-month and six-month periods of 2025 include stock-based compensation expense of $130,323 and $260,639, respectively; as compared to $51,170 and $104,269, respectively, for the comparable 2024 periods.

Current wording

For the three-month and nine-month periods ended September 30, 2025, research and development expenses decreased by $2,359,380 (31.9%) and $978,390 (6.1%), respectively, versus the comparable 2024 periods. The overall decrease during 2025 primarily relates to discontinued costs associated with termination of the ATI-RRPV Contract, as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs associated with the GEO-CM04S1 and Gedeptin programs. These lower costs were partially offset by higher personnel and consulting costs and manufacturing costs associated with the GEO-MVA development program. Research and development expenses for the three-month and nine-month periods of 2025 include stock-based compensation expense of $130,323 and $390,962, respectively, as compared to $59,384 and $163,653, respectively, for the comparable 2024 periods.

Previous wording

For the three-month and six-month periods ended June 30, 2025, general and administrative expenses increased by $456,160 (42%) and $686,252 (27%), respectively, versus the comparable 2024 periods. The overall increase during 2025 relates primarily to higher investor relations consulting costs and stock-based compensation expense. General and administrative expenses for the three-month and six-month periods of 2025 include stock-based compensation expense of $162,417 and $324,845, respectively; as compared to $50,471 and $155,107, respectively, for the comparable periods of 2024.

Current wording

For the three-month and nine-month periods ended September 30, 2025, general and administrative expenses increased by $88,535 (7.1%) and $774,787 (20.5%), respectively, versus the comparable 2024 periods. The overall increase during 2025 relates primarily to higher personnel costs, investor relations consulting and other programmatic expenses, and stock-based compensation expense. General and administrative expenses for the three-month and nine-month periods of 2025 include stock-based compensation expense of $147,223 and $472,068, respectively, as compared to $70,538 and $255,645, respectively, for the comparable periods of 2024.

Previous wording

Interest income for the three-month and six-month periods ended June 30, 2025 was $49,123 and $96,642, respectively, as compared to $5,471 and $38,420, respectively, for comparable periods of 2024. The overall increase during 2025 is attributable to the average cash balances available for investment. Interest expense for the three-month and six-month periods ended June 30, 2024 was $7,292, associated with certain notes payable issued during May 2024 and retired in August 2024. There was no interest expense during the 2025 periods.

Current wording

Interest income for the three-month and nine-month periods ended September 30, 2025 was $54,301 and $150,943, respectively, as compared to $53,191 and $91,611, respectively, for comparable periods of 2024. The overall increase during 2025 is attributable to the average cash balances available for investment. Interest expense for the three-month and nine-month periods ended September 30, 2024 was $14,083 and $21,375, respectively, associated with certain notes payable issued during May 2024 and retired in August 2024. There was no interest expense during the 2025 periods.

Previous wording

The following tables summarize our liquidity and capital resources as of June 30, 2025 and December 31, 2024, and our cash flows for the six-month periods ended June 30, 2025 and 2024:

Current wording

The following tables summarize our liquidity and capital resources as of September 30, 2025 and December 31, 2024, and our cash flows for the nine-month periods ended September 30, 2025 and 2024:

Previous wording

Operating Activities – Net cash used in operating activities of $10,300,078 for the six months ended June 30, 2025, was primarily due to our net loss of $10,727,434, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $7,624,778 for the six months ended June 30, 2024, was primarily due to our net loss of $10,914,174, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.

Current wording

Operating Activities – Net cash used in operating activities of $16,512,193 for the nine months ended September 30, 2025, was primarily due to our net loss of $17,046,348, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $16,921,961 for the nine months ended September 30, 2024, was due to our net loss of $16,729,642, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.

Previous wording

Investing Activities – Net cash used in investing activities was $27,612 and $-0- for the six-month periods ended June 30, 2025 and 2024, respectively, and relates primarily to purchases of laboratory equipment.

Current wording

Investing Activities – Net cash used in investing activities was $27,612 and $20,653 for the nine-month periods ended September 30, 2025 and 2024, respectively, and relates primarily to purchases of laboratory equipment.

Previous wording

Financing Activities – Net cash provided by financing activities was $7,914,611 and $2,733,901 for the six-month periods ended June 30, 2025 and 2024, respectively. Net cash provided by financing activities for the 2025 period relates to net proceeds from issuance from offerings of our common stock and warrants. Net cash provided by financing activities for the 2024 period relates to net proceeds from issuance of notes payable, offerings of our common stock and warrants, and exercise of previously issued warrants.

Current wording

Financing Activities – Net cash provided by financing activities was $16,041,861 and $19,082,548 for the nine-month periods ended September 30, 2025 and 2024, respectively. Net cash provided by financing activities for the each period relates to net proceeds from offerings of our common stock and warrants and exercise of previously issued warrants.

Previous wording

During the first quarter of 2025, we closed a registered direct offering of our common stock and warrants, as well as sold shares of our common stock pursuant to the ATM Program (see Note 5 to the financial statements included in this Quarterly Report). Net proceeds to us from these offerings, after deducting commissions to the placement agent and sales agent, as applicable, and other related offering expenses, were approximately $7.9 million.

Current wording

During the first quarter of 2025, we closed a registered direct offering of our common stock and warrants, as well as sold shares of our common stock pursuant to the ATM Program. Net proceeds to us from these offerings, after deducting commissions to the placement agent and sales agent, as applicable, and other related offering expenses, were approximately $7.9 million.

Previous wording

On July 2, 2025, we closed a public offering of our common stock and warrants. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.6 million. During July 2025, we received an additional $130,000 upon the exercise of warrants.

Current wording

On July 2, 2025, we closed a public offering of our common stock and warrants. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.5 million. On September 30, 2025, we closed a registered direct offering of our common stock and warrants. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $2.3 million. During the third quarter of 2025, we also sold shares of our common stock pursuant to the ATM Program for net proceeds of approximately $220,000.

Previous wording

As of the date of this Quarterly Report, we believe that our existing cash and cash equivalents are sufficient to fund our operations into the fourth quarter of 2025. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.

Current wording

As of the date of this Quarterly Report, we believe that our existing cash and cash equivalents are sufficient to fund our operations into December 2025. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.