GeoVax Labs, Inc.

GeoVax Labs Inc. executed warrant inducement letters on March 31, 2026, with holders of existing warrants issued between May 2024 and September 2025, covering 634,658 shares across various original exercise prices from $1.4103 to $32.75. Holders agreed to cash exercise at a uniform reduced price of $1.36 per share, generating approximately $863,000 in gross proceeds prior to deductions for A.G.P./Alliance Global Partners' 7% fee and up to $40,000 in legal expenses. In exchange, the company issues new unregistered warrants for up to 1,269,316 shares—double the exercised amount—at the same $1.36 exercise price. These New Warrants, issued under Regulation D exemption, become exercisable only after Nasdaq-required stockholder approval and expire five years thereafter, with closing anticipated on April 1, 2026. The transaction incentivizes immediate liquidity for GeoVax amid potentially discounted warrant pricing, funding general corporate purposes including its clinical-stage vaccine and immunotherapy pipeline like GEO-MVA for mpox/smallpox and Gedeptin for oncology. GeoVax commits to a Form S-1 resale registration within 20 days post-closing and a stockholder meeting by May 21, 2026. Existing warrant shares' resale is covered by prior effective S-1/S-3 registrations. This dilutive financing structure provides near-term capital but introduces overhang from potential future exercises post-approval, with cashless exercise provisions and beneficial ownership limits (4.99%/9.99%) offering some investor protections.