GeoVax Labs, Inc.

Revolving Loan Agreement

On October 25, 2026, we entered into a Revolving Loan Agreement (the “Revolving Loan Agreement”) with Bowery Consulting Group Inc. (the “Lender”). Under the Revolving Loan Agreement, we may request loans from time to time prior to the Maturity Date (as defined below) in an aggregate principal amount outstanding at any one time not to exceed $1,000,000. As of the date of this prospectus, we have not borrowed any amounts under the Revolving Loan Agreement and no principal is outstanding thereunder.

Loans under the Revolving Loan Agreement bear interest at a rate of 12% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day periods, with accrued interest payable on the Maturity Date. All outstanding loans and accrued interest are due on the first anniversary of the closing of the Revolving Loan Agreement (the “Maturity Date”), may be prepaid at any time without penalty and, subject to the conditions in the Revolving Loan Agreement, may be reborrowed, but no loans may be requested after the tenth business day preceding the Maturity Date. The Revolving Loan Agreement provides an uncommitted facility, which means that the Lender has no binding obligation or commitment to advance any loan and that any request by us to draw down, utilize or otherwise access any portion of the facility is subject to the Lender’s sole and absolute discretion. The Lender may decline to approve or permit any drawdown, in whole or in part, for any reason or for no reason and without incurring any liability to us, and the reference to an aggregate principal amount of up to $1,000,000 does not constitute a commitment by the Lender to lend that or any other amount. Either we or the Lender may terminate the Loan Commitment at any time upon written notice to the other party; if no loans are then outstanding. Any approval by the Lender of a particular drawdown request will not obligate the Lender to approve any subsequent request or constitute a waiver of the Lender’s rights under the Revolving Loan Agreement. Upon an event of default, the Lender may accelerate the Default Amount (as defined in the Revolving Loan Agreement), including interest at a default rate of 16% per annum. We may use the proceeds of loans for general corporate purposes, including to finance the expenses of a Qualified Public Equity Offering (as defined below).

On October 23, 2026, prior to the effectiveness of the Revolving Loan Agreement, five of our directors, Randal Chase, Dean Kollintzas, Nicole Lemerond, Jayne Morgan and John Spencer, Jr., resigned from our Board of Directors, and the remaining members of our Board of Directors (the “Remaining Directors”) appointed three individuals designated by the Lender, Steven Brown, Tyler O’Brien and Manpreet Uppal (the “Lender Board Nominees”), as directors. These resignations were not a condition to the closing or effectiveness of the Revolving Loan Agreement, although the appointment of three Lender Board Nominees was a condition to the Lender’s obligations under the Revolving Loan Agreement. Each Lender Board Nominee must qualify as an independent director under Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act, may not be an officer, employee or controlling person of the Lender or its affiliates, and may not receive compensation from the Lender or its affiliates in connection with his or her service, other than as disclosed in accordance with Nasdaq Listing Rule 5250(b)(3). The Lender Board Nominees constitute three of the five members of our Board of Directors and a majority of each of its committees. Until the earlier of Payment in Full (as defined in the Revolving Loan Agreement, which includes the termination of the Loan Commitment and the occurrence of the Maturity Date) and the automatic resignation of the Lender Board Nominees described below, we have agreed not to propose their removal, to nominate and recommend them for election at each meeting of stockholders at which directors are elected, and not to take any action that would reduce their proportionate representation on our Board of Directors or its committees. The Lender Board Nominees will not cease to serve as directors upon repayment of the loans. They will continue to serve on the same basis as our other directors unless they are deemed to have resigned under the Revolving Loan Agreement, which occurs only if the initial closing of a Qualified Public Equity Offering (as defined below) is not consummated within ten business days after the effectiveness of the related registration statement or the Required Additional Financing (as defined below) is not consummated on or before December 31, 2026 (subject to extension), and does not occur where the failure results from our breach of the Revolving Loan Agreement or our failure to obtain a required stockholder or Nasdaq approval. The Lender’s right to designate replacements for the Lender Board Nominees survives Payment in Full and terminates only upon that automatic resignation. The Revolving Loan Agreement provides that neither these resignations and appointments nor any subsequent resignation of a Lender Board Nominee will constitute a “Change of Control Transaction” under the Revolving Loan Agreement. See “Certain Relationships and Related Person Transactions” and “Risk Factors—Risks Related to Our Business and Capital Requirements.”

Under the Revolving Loan Agreement, we have agreed to use our reasonable best efforts to consummate, as soon as practicable, an underwritten or best efforts registered public offering of Common Stock and/or Common Stock equivalents for gross proceeds of at least $5,000,000 (a “Qualified Public Equity Offering”). We expect this offering, if completed for gross proceeds of at least $5,000,000, to constitute a Qualified Public Equity Offering. The Revolving Loan Agreement also contemplates one or more offerings that, together with the Qualified Public Equity Offering, result in aggregate gross proceeds of at least $10,000,000 (the “Required Additional Financing”). The Revolving Loan Agreement provides that each public equity offering will be separately authorized, structured and priced by a pricing committee of our Board of Directors, independently of any other offering and in compliance with Nasdaq Listing Rule 5635, and that nothing in the Revolving Loan Agreement commits us to issue any minimum amount of securities or constitutes a single plan of financing.

While any loan is outstanding, the Revolving Loan Agreement restricts us, without the Lender’s consent, from, among other things, amending our organizational documents in a manner materially adverse to the Lender (other than to effect a reverse stock split, increase our authorized shares or maintain our Nasdaq listing), repurchasing equity securities above specified thresholds, incurring or prepaying indebtedness for borrowed money (other than specified permitted indebtedness), paying dividends, entering into material affiliate transactions not approved by a majority of our disinterested directors, and entering into, amending or increasing compensation or benefit arrangements with directors, officers, employees or consultants or hiring new officers or consultants. If we seek debt financing for borrowed money from another person, the Lender has a right of first refusal for ten days to provide that financing; the Revolving Loan Agreement does not restrict our offerings of equity securities.

Events of default under the Revolving Loan Agreement include payment defaults, removal of a Lender Board Nominee in breach of the Revolving Loan Agreement, covenant breaches (with an immediate default for breaches of the compensation covenant), cross-defaults on indebtedness exceeding $25,000, unsatisfied judgments of at least $25,000, bankruptcy events and any change of control or fundamental transaction unless the loans are repaid in full. We have also agreed to indemnify the Lender and its related parties for certain losses. The Revolving Loan Agreement is governed by New York law.

The foregoing description of the Revolving Loan Agreement is qualified in its entirety by reference to the Revolving Loan Agreement and the form of Revolving Note, which are filed as exhibits to the registration statement of which this prospectus forms a part.

August 2026 Warrant Exercise Inducement; Special Meeting

On August 25, 2026, we entered into a warrant exercise inducement letter with a holder of existing warrants to purchase 5,697,628 shares of Common Stock, pursuant to which the holder exercised such warrants in full for cash at a reduced exercise price of $0.64 per share (the “August 2026 Warrant Inducement”) in consideration for our issuance of a new warrant to purchase up to 11,395,256 shares of Common Stock at an exercise price of $0.64 per share (the “August 2026 Warrant”), which is exercisable only following stockholder approval. Net proceeds were approximately $3,341,000. Because the issuance of all 5,697,628 shares at one time would have caused the holder to exceed the beneficial ownership limitation contained in its existing warrants, 857,000 of those shares remain held in abeyance and will be issued, without payment of any additional consideration to us, as and when the holder may receive them consistent with that limitation. We have called a special meeting of stockholders to be held on October 27, 2026 (the “Special Meeting”) to approve (i) the issuance of the shares of Common Stock issuable upon exercise of the August 2026 Warrant and (ii) an amendment to our certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-25, as determined by our Board of Directors.

Nasdaq Listing Matters

On July 7, 2026, we received notice from the Nasdaq Listing Qualifications Department that we did not comply with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). On August 27, 2026, we received a Staff Determination Letter notifying us that Nasdaq had determined to delist our Common Stock because the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days and, because of our January 2026 reverse stock split, we were not eligible for a compliance period. We requested a hearing before the Nasdaq Hearings Panel, which stayed further action, and the hearing was held on October 13, 2026. There can be no assurance that the Panel will grant our request for continued listing or that we will regain compliance.