GeoVax Announces Pricing of $12.8 Million Public Offering; Uplisting to Nasdaq and Reverse Stock Split

Atlanta, GA – (NewMediaWire) – September 24, 2020 – GeoVax
Labs, Inc. 
(“GeoVax” or the “Company”), a biotechnology company developing human
immunotherapies and vaccines against infectious diseases and cancer, today
announced the pricing of its underwritten public offering of 2,560,000 units at
a price to the public of $5.00 per unit. Each unit issued in the offering
consists of one share of common stock (or pre-funded warrant to purchase common
stock in lieu thereof) and one warrant to purchase one share of common stock at
an exercise price of $5.00. The common stock (or pre-funded warrants to
purchase common stock in lieu thereof) and warrants are immediately separable
and will be issued separately. The common stock and warrants are expected to
begin trading on the Nasdaq Capital Market, on September 25, 2020, under the
symbols “GOVX” and “GOVXW,” respectively. GeoVax expects to receive gross
proceeds of $12.8 million, before deducting underwriting discounts and
commissions and other estimated offering expenses. Concurrent with the
offering, the Company will effectuate a reverse split of its issued and
outstanding common stock at a ratio of 1-for-20. The reverse stock split is
expected to be effective at 12:01 a.m., Eastern Time, on Friday, September 25,
2020. The share numbers and pricing information in this release are adjusted to
reflect the impact of the reverse stock split.

GeoVax has granted the
underwriters a 45-day option to purchase up to an additional 384,000 shares of
common stock, pre-funded warrants and/or warrants at the public offering price
to cover over-allotments, if any. The offering is expected to close on
September 29, 2020, subject to customary closing conditions.

Maxim Group LLC is acting as
sole book-running manager for the offering and Joseph Gunnar & Co., LLC is
acting as co-manager for the offering.

The offering is being conducted
pursuant to the Company’s registration statement on Form S-1 (File No.
333-239958), as amended, previously filed with and subsequently declared
effective by the Securities and Exchange Commission (“SEC”). A final prospectus
relating to the offering will be filed with the SEC and will be available on
the SEC’s website at Electronic copies of
the final prospectus relating to this offering, when available, may be obtained
from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at
(212) 895-3745. 

This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or

About GeoVax

GeoVax Labs, Inc. is a
clinical-stage biotechnology company developing human vaccines against
infectious diseases and cancer using a novel patented Modified Vaccinia
Ankara-Virus Like Particle (MVA-VLP) based vaccine platform. On this platform,
MVA, a large virus capable of carrying several vaccine antigens, expresses
proteins that assemble into VLP immunogens within (in
) the person receiving the vaccine. The production of VLPs in the
person being vaccinated mimics virus production in a natural infection,
stimulating both the humoral and cellular arms of the immune system to
recognize, prevent, and control the target infection. The MVA-VLP derived
vaccines elicit durable immune responses in the host similar to a
live-attenuated virus, while providing the safety characteristics of a
replication-defective vector.

GeoVax’s current development
programs are focused on preventive vaccines against COVID-19, HIV, Zika Virus,
hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa), and malaria, as
well as therapeutic vaccines against multiple cancers. The Company has designed
a preventive HIV vaccine candidate to fight against the subtype of HIV
prevalent in the commercial markets of the Americas, Western Europe, Japan, and
Australia; human clinical trials for this program are managed by the HIV
Vaccine Trials Network (HVTN) with the support of the National Institutes of
Health (NIH). GeoVax’s HIV vaccine is also part of two separate collaborative
efforts to apply its innovative gene therapy approach toward a functional cure
for HIV.

Cautionary Note Regarding
Forward-Looking Statements

This release contains
forward-looking statements regarding the timing and success of the proposed
offering, the Company’s reverse stock split of outstanding shares of common
stock and treasury shares, and the timing and financial impact of GeoVax’s
ability to implement its business plan, expected revenues and future success.
The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,”
“should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect”
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking statements
largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of
operations, business strategy and financial needs. Actual results may differ
materially from those included in these statements due to a variety of factors,
including whether: GeoVax can develop and manufacture its vaccines with the desired
characteristics in a timely manner, GeoVax’s vaccines will be safe for human
use, GeoVax’s vaccines will effectively prevent targeted infections in humans,
GeoVax’s vaccines will receive regulatory approvals necessary to be licensed
and marketed, GeoVax raises required capital to complete vaccine development,
there is development of competitive products that may be more effective or
easier to use than GeoVax’s products, GeoVax will be able to enter into
favorable manufacturing and distribution agreements, our common stock and
warrants begin trading on the Nasdaq Capital Market as expected, the offering
closes as expected, the impact of the COVID-19 pandemic continues, and other
factors, over which GeoVax has no control.

Further information on our
risk factors is contained in our registration statement on Form S-1 (File
No. 333-239958) that we have filed with the SEC and the final prospectus, when
available. Any forward-looking statement made by us herein speaks only as
of the date on which it is made. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us
to predict all of them. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.

GeoVax Labs, Inc.


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