GeoVax Labs, Inc. filed a Form S-1 registration statement with the SEC on November 3, 2026, covering a firm commitment underwritten public offering of up to 29,585,798 shares of common stock and up to 29,585,798 pre-funded warrants to purchase an equivalent number of shares.

Key Highlights

  • Offering size: 29,585,798 shares of common stock and up to 29,585,798 pre-funded warrants, each exercisable for one share at $0.001 per share.
  • Assumed offering price: $0.169 per share and $0.168 per pre-funded warrant, based on the last reported sale price on October 30, 2026.
  • Sole underwriter: E.F. Hutton and Co., acting as sole book-running manager on a firm commitment basis.
  • Underwriting discount: 4.0% of gross proceeds, plus a non-accountable expense allowance of 1.0% of gross proceeds payable to the underwriter.
  • Over-allotment option: The underwriter may purchase up to 4,437,869 additional shares and/or pre-funded warrants within 45 days, representing 15% of the offering.
  • Full over-allotment scenario: If exercised in full, total public offering price would be approximately $5,749,999.72, with proceeds to the company before expenses of approximately $5,519,999.73.
  • Company classification: GeoVax is a non-accelerated filer and smaller reporting company as defined under federal securities laws.

GeoVax Labs Registers Firm Commitment Offering at $0.169 Per Share

According to the registration statement, GeoVax Labs, Inc. (NASDAQ:GOVX) is offering 29,585,798 shares of common stock, par value $0.001 per share, in a firm commitment underwritten public offering. The company is also offering pre-funded warrants to purchase up to 29,585,798 shares to purchasers who would otherwise exceed beneficial ownership thresholds of 4.99% or, at their election, 9.99% of outstanding common stock immediately following the offering. The assumed public offering price of $0.169 per share reflects the last reported sale price on The Nasdaq Capital Market on October 30, 2026. Each pre-funded warrant is priced at $0.168, equal to the assumed share price minus the $0.001 exercise price.

The filing states that the actual offering price will be determined through negotiation between the company and E.F. Hutton and Co., and "may be at a discount to the current market price." The underwriter has agreed to purchase all securities offered if any are taken. The underwriting discount is 4.0% of gross proceeds, and the company has also agreed to pay a non-accountable expense allowance of 1.0% of gross proceeds to the underwriter. The underwriter holds a 45-day option to purchase up to 4,437,869 additional shares and/or pre-funded warrants to cover over-allotments. If that option is exercised in full, the filing discloses that total proceeds to the company before expenses would be approximately $5,519,999.73.

The filing notes that pre-funded warrants are immediately exercisable, have no expiration, and may be exercised at any time until exercised in full. The company disclosed that it does not intend to apply for listing of the pre-funded warrants on any national securities exchange, and that "without an active trading market, the liquidity of the Pre-Funded Warrants will be limited." The shares underlying the pre-funded warrants are registered under the same statement and will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933.

What Was Disclosed

GeoVax Labs filed a preliminary S-1 registration statement on November 3, 2026, to register up to 29,585,798 shares and an equivalent number of pre-funded warrants in a firm commitment underwritten offering, with E.F. Hutton and Co. as sole underwriter and an assumed price of $0.169 per share.