ATLANTA, GA, Aug. 20, 2024 (GLOBE NEWSWIRE) — GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines for cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutional investor to purchase and sell 1,700,000 shares of the Company’s common stock (or common stock equivalents) at a price of $5.00 per share in a registered direct offering at a price above market price in accordance with Nasdaq rules.
In addition, the Company will issue warrants to purchase up to 1,700,000 common shares to the investors in a parallel private placement. The warrants will have an exercise price of $5.00 per share, will be exercisable immediately after the date of issuance and will have a term of five years from the date of issuance.
Roth Capital Partners is acting as exclusive placement agent for the offering.
The gross proceeds to the Company from this offering are expected to be approximately $8.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. Closing of the offering is expected to occur on or about August 21, 2024, subject to the satisfaction of customary closing conditions.
The shares in the offering described above are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-277585) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on March 13, 2024. The offering will be made only by means of a prospectus, including a prospectus supplement that will be a part of the effective registration statement relating to the offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus, when available, may be obtained at the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach CA 92660, by telephone at (800) 678-9147 or through the SEC’s website, www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 jurisdiction.
About GeoVax
GeoVax Labs, Inc. is a clinical-stage biotechnology company developing novel vaccines for many of the world’s most threatening infectious diseases, as well as therapies for solid tumors. The Company’s lead clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine, for which GeoVax recently received a BARDA-funded contract to sponsor a 10,000-participant Phase 2b clinical trial to evaluate the efficacy of GEO-CM04S1 compared to an approved COVID-19 vaccine. In addition, GEO-CM04S1 is currently in three Phase 2 clinical trials and is being evaluated as (1) a primary vaccine for immunocompromised patients such as patients with hematological cancers and other patient populations for whom the currently approved COVID-19 vaccines are insufficient, (2) a booster vaccine for patients with chronic lymphocytic leukemia (CLL), and (3) a more robust, durable COVID-19 booster vaccine for healthy patients who have previously received the mRNA vaccines. In oncology, the lead clinical program is investigating a novel oncolytic gene-directed therapy for solid tumors, Gedeptin®, in a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. GeoVax has a strong IP portfolio to support its technologies and product candidates and owns worldwide rights to its technologies and products. The Company has a leadership team that has driven significant value creation in several life sciences companies over the past decades. For more information on the current status of our clinical trials and other news, please visit our website: www.geovax.com.
Forward-looking statements
This press release contains forward-looking statements regarding GeoVax’s business plans. The words “believe,” “look forward to,” “could,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,” “seek,” “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 contained in these statements due to a number of factors, including whether: GeoVax will be able to achieve acceptable results from ongoing or future clinical trials of its investigational medicinal products; GeoVax’s immuno-oncology products and preventive vaccines will be able to induce the desired responses and such products or vaccines can be used effectively; GeoVax’s viral vector technology will sufficiently enhance immune responses to cancer antigens; GeoVax will be able to develop and manufacture its immuno-oncology products and preventive vaccines with the desired properties in a timely manner; GeoVax’s immuno-oncology products and preventive vaccines will be safe for use in humans; GeoVax’s vaccines will effectively prevent targeted human infections; GeoVax’s immuno-oncology products and preventive vaccines will receive the regulatory approvals necessary for approval and commercialization; GeoVax will raise the capital necessary to complete development; competing products will be developed that may be more effective or easier to use than GeoVax’s products; GeoVax will be able to obtain favorable to enter into manufacturing and distribution agreements, agreements and other factors over which GeoVax has no control.
For more information about our risk factors, please see our periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. Any forward-looking statements made herein speak only as of the date hereof. From time to time, factors or events may arise that could cause actual results to differ, and it is not possible for us to predict all of these factors. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
