GeoVax Labs, Inc.

May 2026 Warrant Exercise Inducement

On May 7, 2026, the Company entered into common stock warrant exercise inducement offer letters (the “May Inducement Letters”) with holders (the “May Holders”) of existing warrants to purchase an aggregate of 851,493 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) with exercise prices of $1.1877 per share (the “May Existing Warrants”), pursuant to which the May Holders agreed to exercise for cash 501,144 of their May Existing Warrants in consideration for the Company’s agreement to issue new warrants (the “May 2026 Inducement Warrants”) to purchase an aggregate of up to 1,002,288 shares of Common Stock. The May 2026 Inducement Warrants have an exercise price of $1.65 per share, are immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The Company also agreed that the May Holders shall have the option to exercise certain other warrants on the same terms as the May Exercised Warrants as set forth in the May Inducement Letters within 12 days of May 8, 2026 (the “May Inducement Period”); the May Holders subsequently exercised an additional 278,299 of their May Existing Warrants during the May Inducement Period resulting in the issuance of additional May 2026 Inducement Warrants to purchase up to 556,598 shares of Common Stock. The Company engaged A.G.P./Alliance Global Partners (“AGP”) to act as its financial advisor in connection with the transaction. The total net proceeds of the transaction, after deducting AGP’s fees and expenses and other offering expenses and excluding the net proceeds, if any, from the exercise of the May 2026 Inducement Warrants, were approximately $844,080.

May 2026 Private Placement

On May 18, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in an unregistered private placement (the “May 2026 PIPE”), (i) pre-funded warrants (the “May 2026 Pre-Funded Warrants”) to purchase up to an aggregate of 2,027,027 shares of Common Stock and (ii) common warrants to purchase up to an aggregate of 4,054,054 shares of Common Stock, comprised of (A) Series A common warrants (the “May 2026 Series A Common Warrants”) to purchase up to an aggregate of 2,027,027 shares of Common Stock and (B) Series B common warrants (the “May 2026 Series B Common Warrants” and, together with the Series A Common Warrants, the “May 2026 PIPE Common Warrants”) to purchase up to an aggregate of 2,027,027 shares of Common Stock (such shares issuable upon exercise of the May 2026 PIPE Common Warrants, the “May 2026 PIPE Common Warrant Shares”). The offering price was $1.4799 per May 2026 Pre-Funded Warrant and accompanying May 2026 PIPE Common Warrants. The May 2026 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 May 2026 PIPE Common Warrants will be exercisable immediately at an exercise price of $1.48 per share. The May 2026 Series A Common Warrants will expire five years after issuance and the May 2026 Series B Common Warrants will expire eighteen months after issuance. The Company engaged AGP to act as the placement agent in connection with the May 2026 PIPE. The net proceeds of the May 2026 PIPE, after deducting AGP’s fees and expenses and other offering expenses were approximately $2.7 million.

Discontinuance of COVID-19 Vaccine Program

On May 26, 2026, the Company announced a strategic reprioritization of its development portfolio to concentrate resources on its lead programs, GEO-MVA and Gedeptin®, reflecting increasing clinical, regulatory, and market alignment across these programs. As part of this decision, the Company has elected to discontinue active development activities related to its GEO-CM04S1 COVID-19 vaccine candidate. This decision was not related to any safety concerns with the vaccine but reflects the continued evolution and contraction of the global COVID-19 vaccine market, and GeoVax’s focus on programs with clearer regulatory pathways, stronger demand visibility, and more immediate commercialization potential.