GeoVax Labs, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
GOVX$0.11-22.0%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this report: |
|---|
| (1) | Financial Statements | Page |
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-5 | |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-6 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 | |
| Notes to Consolidated Financial Statements | F-8 |
| (2) | Financial Statement Schedules The following financial statement schedule is set forth on page F-18 of this Annual Report on Form 10-K: Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2025 and 2024. |
All other financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the Consolidated Financial Statements or the Notes thereto.
| (3) | Exhibits Required by Item 601 of Regulation S-K |
| Exhibit | |
|---|---|
| Number | Description |
| 3.1 | Restated Certificate of Incorporation filed April 12, 2024 (19) |
| 3.2 | Certificate of Amendment to Certificate of Incorporation filed January 9, 2026 (33) |
| 3.3 | Bylaws (as amended May 23, 2024) (21) |
| 4.1 | Description of Registrant’s Securities (27) |
| 4.2 | Form of Stock Certificate representing the Company’s Common Stock, par value $0.001 per share (33) |
| 4.3 | Form of Common Stock Purchase Warrant, dated September 28, 2021 (11) |
| 4.4 | Form of Common Stock Purchase Warrant, dated May 21, 2024 (20) |
| 4.5 | Form of Common Stock Purchase Warrant, dated July 12, 2024 (22) |
| 4.6 | Form of Common Stock Purchase Warrant, dated August 21, 2024 (23) |
| 4.7 | Form of Common Stock Purchase Warrant, dated August 30, 2024 (24) |
| 4.8 | Form of Common Stock Purchase Warrant, dated March 25, 2025 (26) |
| 4.9 | Warrant Amendment Agreement, dated March 23, 2025 (26) |
| 4.10 | Form of Common Stock Purchase Warrant, dated July 2, 2025 (28) |
| 4.11 | Form of Common Stock Purchase Warrant, dated September 30, 2025 (29) |
| 4.12 | Form of Common Stock Purchase Warrant, dated December 22, 2025 (32) |
| 4.13 | Form of Pre-Funded Warrant, dated February 17, 2026 (34) |
| 4.14 | Form of Series A-1 Common Warrant, dated February 17, 2026 (34) |
| 4.15 | Form of Series A-2 Common Warrant, dated February 17, 2026 (34) |
| 4.16 | Form of Warrant Amendment Agreement, dated February 17, 2026 (34) |
| 4.17 | Form of Inducement Letter, dated March 31, 2026 (35) |
| 4.18 | Form of Common Stock Purchase Warrant, dated March 31, 2026 (35) |
| 10.1** | Employment Agreement between GeoVax Labs, Inc. and David A. Dodd (4) |
| 10.2** | Employment Agreement between GeoVax, Inc. and Mark W. Reynolds (2) |
| 10.2.1** | Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark W. Reynolds (3) |
| 10.3** | Employment Agreement between GeoVax, Inc. and Mark J. Newman, PhD (13) |
| 10.3.1** | Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Mark J. Newman, PhD (14) |
| 10.4** | Employment Agreement between GeoVax, Inc. and Kelly T. McKee, MD (16) |
| 10.4.1** | Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and Kelly T. McKee, MD (16) |
| 10.5** | Employment Agreement between GeoVax, Inc. and John W. Sharkey, PhD (14) |
| 10.5.1** | Amendment No. 1 to Employment Agreement between GeoVax Labs, Inc. and John W. Sharkey, PhD (14) |
| 10.6** | GeoVax Labs, Inc. 2020 Stock Incentive Plan (8) |
| 10.6.1** | GeoVax Labs, Inc. 2023 Stock Incentive Plan (15) |
| 10.6.2** | GeoVax Labs, Inc. 2025 Stock Incentive Plan (30) |
| 10.6.3** | Form of Stock Option Agreement under the GeoVax Labs, Inc. 2020 Stock Incentive Plan (7) |
| 10.6.4*,** | Form of Stock Option Agreement under the GeoVax Labs, Inc. 2023 Stock Incentive Plan |
| 10.6.5*,** | Form of Stock Option Agreement under the GeoVax Labs, Inc. 2025 Stock Incentive Plan |
| 10.7 | Patent and Biological Materials License Agreement with the National Institute of Allergy and Infectious Diseases, dated October 22, 2020 (9) *** |
| 10.8 | Patent and Biological Materials License Agreement for Internal Research Use with the National Institute of Allergy and Infectious Diseases, dated November 25, 2020 (10) *** |
| 10.9 | Membership Agreement (Portal Innovation Science Square Labs), dated August 1, 2025 (31) |
| 10.10 | Office Lease, dated September 15, 2025 (31) |
| 10.11 | Summary of the GeoVax Labs, Inc. Director Compensation Plan (13) |
| 10.12 | Assignment and License Agreement by and between GeoVax, Inc. and PNP Therapeutics, Inc. dated September 28, 2021 (12) *** |
| 10.13 | License Agreement by and between GeoVax, Inc. and City of Hope, dated November 9, 2021 (12) *** |
| 10.13.1 | Amendment to License Agreement, dated April 11, 2023, between GeoVax, Inc. and City of Hope (17) *** |
| 10.14 | Securities Purchase Agreement, dated May 16, 2024 (20) |
| 10.15 | Securities Purchase Agreement, dated July 11, 2024 (22) |
| 10.16 | Securities Purchase Agreement, dated August 20, 2024 (23) |
| 10.17 | Securities Purchase Agreement, dated August 28, 2024 (24) |
| 10.18 | Securities Purchase Agreement, dated March 23, 2025 (26) |
| 10.19 | Sales Agreement, by and between the Company and A.G.P./Alliance Global Partners (25) |
| 10.20 | Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners (26) |
| 10.21 | Placement Agency Agreement between the Company and Roth Capital Partners, LLC (28) |
| 10.22 | Placement Agency Agreement between the Company and Roth Capital Partners, LLC (29) |
| 10.23 | Securities Purchase Agreement, dated July 2, 2025 (28) |
| 10.24 | Securities Purchase Agreement, dated September 30, 2025 (29) |
| 10.25 | Placement Agency Agreement between the Company and Roth Capital Partners, LLC (32). |
| 10.26 | Securities Purchase Agreement, dated December 22, 2025 (32). |
| 10.27 | Securities Purchase Agreement, dated February 12, 2026 (34). |
| 14.1 | Code of Ethics (5) |
| 19.1 | Insider Trading Policy (27) |
| 21.1 | Subsidiaries of the Registrant (6) |
| 23.1* | Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344) |
| 31.1 * | Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 31.2 * | Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 32.1 * | Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 * | Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Compensation Recoupment Policy (18) |
| 101.INS | Inline XBRL Instance Document (1) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (1) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (1) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (1) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (1) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (1) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
|---|
| ** | Indicates a management contract or compensatory plan or arrangement. |
|---|
| *** | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Company if publicly disclosed. |
|---|
| (1) | These interactive data files shall not be deemed filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under these sections. |
| (3) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed October 23, 2013. |
| (4) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed September 7, 2018. |
| (6) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed November 7, 2019. |
| (8) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed November 12, 2021. |
| (9) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed October 26, 2020. |
| (10) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed November 30, 2020. |
| (11) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed September 29, 2021. |
| (12) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed November 10, 2021. |
| (14) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed August 3, 2022. |
| (15) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed December 8, 2022. |
| (17) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed May 4, 2023. |
| (19) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed May 14, 2024. |
| (20) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 21, 2024. |
| (21) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 23, 2024. |
| (22) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed July 12, 2024. |
| (23) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed August 21, 2024. |
| (24) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed August 30, 2024. |
| (25) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed September 25, 2024. |
| (26) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed March 25, 2025. |
| (28) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed July 2, 2025. |
| (29) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed September 30, 2025. |
| (30) | Incorporated by reference from the registrant’s Registration Statement on Form S-8 filed June 6, 2025. |
| (31) | Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed November 13, 2025. |
| (32) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed December 22, 2025. |
| (33) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed January 12, 2026. |
| (34) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed February 17, 2026. |
| (35) | Incorporated by reference from the registrant’s Current Report on Form 8-K filed March 31, 2026o |
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