GeoVax Labs, Inc.

August 2026 Warrant Exercise Inducement

On August 25, 2026, the Company entered into a common stock warrant exercise inducement offer letter (the “Inducement Letter”) with a certain holder (the “Holder”) of existing warrants to purchase an aggregate of 5,697,628 shares of the Company’s Common Stock with exercise prices ranging from $1.36 to $2.31 per share (the “Existing Warrants”), pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase an aggregate of 5,697,628 shares of the Company’s Common Stock, at a reduced exercised price of $0.64 per share, in consideration for the Company’s agreement to issue the August 2026 Common Warrant to purchase an aggregate of up to 11,395,256 shares of the Company’s Common Stock. The August 2026 Common Warrant has an exercise price of $0.64 per share, is immediately exercisable following stockholder approval and will expire five years from the date of such stockholder approval. The net proceeds of the transaction, after deducting the financial advisor’s fees and expenses and other offering expenses and excluding the net proceeds, if any, from the exercise of the August 2026 Common Warrant, were approximately $3,341,000.