GOVX 10-Q
GeoVax Labs, Inc. (GOVX)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class |
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Name of each Exchange on which Registered |
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The Capital Market |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company | ||
| Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes
As of July 27, 2026,
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Item 1 |
Condensed Consolidated Financial Statements: |
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Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 |
1 | |
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Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2026 and 2025 (unaudited) |
2 | |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month and six-month periods ended June 30, 2026 and 2025 (unaudited) |
3 | |
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Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2026 and 2025 (unaudited) |
4 | |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
5 | |
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
10 |
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Item 3 |
Quantitative and Qualitative Disclosures about Market Risk |
16 |
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Item 4 |
Controls and Procedures |
16 |
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PART II – OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
17 |
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Item 1A |
Risk Factors |
17 |
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Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
17 |
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Item 3 |
Defaults Upon Senior Securities |
17 |
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Item 4 |
Mine Safety Disclosures |
17 |
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Item 5 |
Other Information |
17 |
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Item 6 |
Exhibits |
18 |
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SIGNATURES |
19 |
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Part I -- FINANCIAL INFORMATION
Item 1 Financial Statements
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GEOVAX LABS, INC. |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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June 30, |
December 31, |
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2026 |
2025 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Other assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued expenses |
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Operating lease liability, current portion |
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Total current liabilities |
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Operating lease liability, net of current portion |
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Total liabilities |
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Commitments (Note 4) |
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Stockholders’ equity: |
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Common stock, $ par value: |
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Authorized shares – |
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Issued and outstanding shares – |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
GEOVAX LABS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2026 |
2025 |
2026 |
2025 |
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Revenue from government contract |
$ | $ | $ | $ | ||||||||||||
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
( |
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Other income |
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Interest income |
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Net loss |
$ | ( |
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Basic and diluted: |
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Net loss per common share |
$ | ( |
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Weighted average shares outstanding |
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See accompanying notes to condensed consolidated financial statements.
GEOVAX LABS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
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Three-Month and Six-Month Periods Ended June 30, 2026 |
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Total |
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Common Stock |
Additional |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Paid-in Capital |
Deficit |
Equity |
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Balance at December 31, 2025 |
$ | $ | $ | ( |
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Sale of common stock and warrants for cash |
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Issuance of common stock upon warrant exercises |
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Fractional share roundup following reverse split |
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Stock option expense |
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Net loss for the three months ended March 31, 2026 |
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Balance at March 31, 2026 |
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Sale of common stock and warrants for cash |
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Issuance of common stock upon warrant exercises |
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Issuance of common stock for services |
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Stock option expense |
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Net loss for the three months ended June 30, 2026 |
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Balance at June 30, 2026 |
$ | $ | $ | ( |
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Three-Month and Six-Month Periods Ended June 30, 2025 |
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Total |
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Common Stock |
Additional |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Paid-in Capital |
Deficit |
Equity |
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Balance at December 31, 2024 |
$ | $ | $ | ( |
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Sale of common stock and warrants for cash |
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Stock option expense |
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Net loss for the three months ended March 31, 2025 |
- | ( |
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Balance at March 31, 2025 |
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Issuance of common stock upon warrant exercises |
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Stock option expense |
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Net loss for the three months ended June 30, 2025 |
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Balance at June 30, 2025 |
$ | $ | $ | ( |
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See accompanying notes to condensed consolidated financial statements.
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GEOVAX LABS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
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Six Months Ended June 30, |
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2026 |
2025 |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization expense |
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Stock-based compensation expense |
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Changes in assets and liabilities: |
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Government contract receivable |
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Prepaid expenses and other current assets |
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Accounts payable and accrued expenses |
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Total adjustments |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchase of equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Net proceeds from sale of common stock and warrants |
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Net proceeds from warrant exercise |
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Net cash provided by financing activities |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
GEOVAX LABS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
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1. |
Nature of Business |
GeoVax Labs, Inc. (“GeoVax”, “us”, “we” or the “Company”) is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and solid tumor cancers using novel proprietary platforms.
The Company’s primary development priority is the advancement of GEO-MVA, a Modified Vaccinia Ankara (MVA) vaccine candidate for mpox, smallpox, and other poxviruses. The program is advancing under an expedited regulatory pathway in Europe, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026. The Company’s lead clinical program in oncology is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy, which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. A Phase 2 clinical trial evaluating Gedeptin in combination with an immune checkpoint inhibitor (ICI) as first-line treatment of patients with squamous cell head and neck cancer is planned to initiate during the second half of 2027.
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2. |
Summary of Significant Accounting Policies |
We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 those accounting policies that we consider significant in determining our results of operations and financial position. During the six months ended June 30, 2026, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.
Basis of Presentation
The accompanying financial statements include the accounts of GeoVax Labs, Inc. and GeoVax, Inc. All intercompany transactions have been eliminated in consolidation. The financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of interim periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.
We are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and will require additional funding to continue our research and development activities. We believe that our existing cash resources will be sufficient to continue our planned operations into September 2026. We plan to pursue additional capital resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
The accompanying consolidated financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split described in Note 5.
Recent Accounting Pronouncements
During the six months ended June 30, 2026, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.
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3. |
Balance Sheet Components |
Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist of the following:
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June 30, 2026 |
December 31, 2025 |
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Prepaid clinical trial costs |
$ | $ | ||||||
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Prepaid insurance premiums |
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Prepaid rent |
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Prepaid contract manufacturing costs |
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Other prepaid expenses |
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Total prepaid expenses and other current assets |
$ | $ | ||||||
Property and Equipment – Property and equipment consist of the following:
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June 30, 2026 |
December 31, 2025 |
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Equipment and furnishings |
$ | $ | ||||||
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Accumulated depreciation and amortization |
( |
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Total property and equipment, net |
$ | $ | ||||||
Other Assets – Other assets consist of the following:
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June 30, 2026 |
December 31, 2025 |
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Prepaid technology license fees |
$ | $ | ||||||
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Deposits |
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Total other assets |
$ | $ | ||||||
Accrued Expenses – Accrued expenses consist of the following:
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June 30, 2026 |
December 31, 2025 |
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Payroll-related liabilities |
$ | $ | ||||||
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Accrued clinical trial costs |
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Other accrued expenses |
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Total accrued expenses |
$ | $ | ||||||
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4. |
Commitments |
Operating Leases. During 2025, we leased combined office and laboratory space in the metropolitan Atlanta, Georgia area under an operating lease agreement which expired on December 31, 2025. In August and September 2025, we entered into new agreements for the lease of separate office and laboratory spaces. Each of these agreements provided access to the respective spaces beginning November 1, 2025 for -year original terms, with periodic base rent adjustments throughout the terms. During April 2026, the landlord for the facility where our laboratory operations are conducted informed us that the facility is now planned for closure effective September 30, 2026; therefore, our lease will end as of that date. As of June 30, 2026, the remaining terms of our office and laboratory leases are
Operating lease right-of-use assets and liabilities on the consolidated balance sheet represent the present value of the remaining lease payments over the remaining lease terms. Payments for additional fees to cover the Company's share of certain facility expenses are not included in operating lease right-of-use assets and liabilities. We use our incremental borrowing rate to calculate the present value of its lease payments, as the implicit rates in the leases are not readily determinable. As a result of the modification to our laboratory lease discussed above, we remeasured the lease liability and made a corresponding adjustment to reduce the carrying amount of the right-of-use asset; the adjusted balances are reflected in our consolidated balance sheet as of June 30, 2026.
Total operating lease expense for the three-month and six-month periods ended June 30, 2026 was $
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Remainder of 2026 |
$ |
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2027 |
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2028 |
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Total remaining lease payments |
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Less: imputed interest |
( |
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Total operating lease liability as of June 30, 2026 |
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Less: current portion |
( |
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Total operating lease liability, net of current portion |
$ |
License Agreements. We have entered into license agreements for various technologies and patent rights associated with our product development activities. These agreements may contain provisions for upfront payments, milestone fees due upon the achievement of selected development and regulatory events, minimum annual royalties or other fees, and royalties based on future net sales. Due to the uncertainty of the achievement and timing of the contingent events requiring payment under these agreements, the amounts to be paid by us in the future are not determinable.
Other Commitments. In the normal course of business, we enter into various contracts and purchase commitments including those with contract research organizations (“CROs”) for clinical trial services, contract manufacturing organizations (“CMOs”) for production of materials for use in our clinical trials, and other independent contractors or academic institutions for preclinical research activities and other services and products. Most contracts are generally cancellable, with notice, at the Company’s option. Payments due upon cancellation may consist of payments for services provided or expenses incurred to date, or cancellation penalties depending on the time of cancellation.
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5. |
Stockholders’ Equity |
Reverse Stock Split
On January 9, 2026, we effected a one-for- reverse split of our common stock. The accompanying consolidated financial statements, and all share and per share information contained herein, have been retroactively restated to reflect the reverse stock split. The roundup of fractional shares associated with the reverse stock split resulted in the issuance of an additional
Common Stock and Warrant Transactions
February 2026 Offering. On February 17, 2026, we closed a registered direct offering resulting in the issuance of
March 2026 Warrant Exercise Inducement. On March 31, 2026, we entered into warrant exercise inducement letters with the holders of certain existing stock purchase warrants (with exercise prices ranging from $
May 2026 Warrant Exercise Inducement. On May 7, 2026, we entered into warrant exercise inducement letters with the holders of certain existing warrants (with exercise prices of $
May 2026 Offering. On May 19, 2026, we closed a private placement offering resulting in the issuance of
Other Common Stock Transactions. During June 2026, we issued
Other Warrant Exercises. During March 2026, we issued
ATM Program. During 2024, we established an “At-the-Market” continuous offering program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time through its sales agent, shares of its common stock. During January 2026 we sold
Stock Incentive Plans
We have stock-based incentive plans (the “Plans”) pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of
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Number of Shares |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (yrs) |
Aggregate Intrinsic Value |
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Outstanding at December 31, 2025 |
$ | $ | ||||||||||||||
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Granted |
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Exercised |
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Forfeited or expired |
( |
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Outstanding at June 30, 2026 |
$ | $ | ||||||||||||||
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Exercisable at June 30, 2026 |
$ | $ | ||||||||||||||
The weighted average grant date fair value of stock options awarded during the six months ended June 30, 2026, was $
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Risk-free interest rate |
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Expected term (in years) |
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Expected volatility |
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Dividend yield |
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Stock Purchase Warrants
The following common stock purchase warrants were outstanding as of June 30, 2026:
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Issue Date |
Number of Shares* |
Exercise Price |
Expiration |
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September 2021 |
$ |
September 2026 |
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July 2025 |
July 2030 |
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September 2025 |
November 2030 |
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December 2025 |
December 2030 |
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February 2026 |
June 2028 |
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February 2026 |
June 2031 |
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March 2026 |
June 2031 |
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May 2026 |
June 2031 |
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May 2026 |
May 2031 |
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May 2026 |
November 2027 |
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Outstanding at June 30, 2026 |
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6. |
Stock-Based Compensation Expense |
Stock-based compensation expense related to stock options and restricted stock awards is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the classification of the individual to whom the award is granted.
The following table summarizes total stock-based compensation expense included in operating expenses for the periods presented:
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2026 |
2025 |
2026 |
2025 |
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Research and development expense |
$ | $ | $ | $ | ||||||||||||
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General and administrative expense |
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Total |
$ | $ | $ | $ | ||||||||||||
As of June 30, 2026, there is approximately $
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7. |
Net Loss Per Share |
Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding as of June 30, 2026. The Company’s potentially dilutive securities, which include stock options and stock purchase warrants, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. The securities that could potentially dilute basic earnings per share in the future and that have been excluded from the computation of diluted net loss per share totaled
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8. |
Income Taxes |
provision for income taxes was recorded in either of the three-month periods ended June 30, 2026 and 2025. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of June 30, 2026.
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Item 2 |
Management’s Discussion and Analysis of Financial Condition And Results of Operations |
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto and other disclosures included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), and our audited financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026.
Forward-Looking Statements
Information included in this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,”, “looks forward to”, “may”, “estimates”, “continues”, “should”, “could”, “target”, “potential”, “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. All statements in this Quarterly Report, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, future governmental grants, projected costs, prospects, plans, intentions, expectations and objectives could be forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We operate in a highly competitive, highly regulated and rapidly changing environment and our business is constantly evolving. Therefore, it is likely that new risks will emerge, and that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors or changes therein, or to assess either the impact of all such risk factors on our business. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Quarterly Report.
Overview and Recent Developments
GeoVax is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using novel proprietary platforms.
Our corporate strategy is to advance, protect, and strategically leverage our proprietary vaccine and immunotherapy platforms to develop differentiated preventive and therapeutic solutions for infectious diseases and solid tumors. We aim to efficiently progress our product candidates through clinical development and pursue regulatory approval and commercialization through internal development and selective external licensing and partnership arrangements. We also work collaboratively with academic, governmental, and industry partners to validate our technologies, support development efforts and enhance the strategic value of our pipeline.
GeoVax’s primary near-term strategic development priority is GEO-MVA, an MVA-based vaccine candidate for mpox and smallpox. GEO-MVA is being advanced on an expedited regulatory pathway in Europe and. is intended to address a documented global supply constraint for orthopoxvirus vaccines. The Company believes GEO-MVA is well-positioned to support both civilian public health needs and broader preparedness and biodefense objectives. The advancement of GEO-MVA represents the Company’s most near-term opportunity to achieve regulatory approval and potential commercialization.
Our programs are in various stages of development. Key updates for our lead programs are outlined below:
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● |
GEO-MVA – mpox/smallpox Vaccine Candidate: |
|
o |
GEO-MVA is a MVA vaccine candidate intended for protection against mpox and smallpox. MVA is the vaccine recommended by both the World Health Organization (WHO) and CDC for these indications and is currently used in the U.S. Strategic National Stockpile. |
|
o |
Following scientific advice from the European Medicines Agency (EMA) in May 2025, we intend to proceed directly to a Phase 3 trial, bypassing traditional Phase 1 and 2 studies, subject to final protocol and regulatory alignment. We expect to initiate the Phase 3 study in late 2026. |
|
o |
A cGMP clinical drug substance batch of GEO-MVA has been successfully produced to support clinical development. |
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Gedeptin® -- Gene-Directed Enzyme Prodrug Therapy (GDEPT): |
|
o |
Gedeptin has successfully completed a Phase 1/2 clinical trial (NCT03754933) in patients with advanced HNSCC. This trial was funded in part by the FDA pursuant to its Orphan Products Clinical Trials Grants Program. |
|
o |
Planning activities are underway for a Phase 2 trial to evaluate the addition of intra-tumoral Gedeptin and intravenous fludarabine to recently approved neoadjuvant pembrolizumab as first-line treatment of patients with head and neck squamous cell carcinoma eligible for curative surgery. Trial initiation is targeted for initiation in 2027. |
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Manufacturing Platform – Continuous Avian Cell Line: |
|
o |
GeoVax is developing a continuous avian cell line manufacturing platform for production of its MVA-based vaccines. This platform will enable scalable, high-yield production of vaccine candidates under current cGMP conditions. Thus far, initial process development steps in support of cGMP production of GEO-MVA in the continuous avian cell line have been achieved Unlike traditional egg-based production methods, continuous cell line manufacturing offers greater efficiency, reproducibility and flexibility, supporting rapid response capabilities for emerging infectious diseases and biothreats. This approach is aligned with U.S. and international priorities for modernizing vaccine manufacturing and ensuring supply chain resilience. |
On May 26, 2026, the Company announced a strategic reprioritization of its development portfolio to concentrate resources on its lead programs, GEO-MVA and Gedeptin®, reflecting increasing clinical, regulatory, and market alignment across these programs. As part of this decision, the Company elected to discontinue active development activities related to its GEO-CM04S1 COVID-19 vaccine candidate. This decision was not related to any safety concerns with the vaccine but reflects the continued evolution and contraction of the global COVID-19 vaccine market, and GeoVax’s focus on programs with clearer regulatory pathways, stronger demand visibility, and more immediate commercialization potential.
Financial Overview
Revenue
Our revenues to date have been related to government grants and contracts and other collaborative arrangements in support of our product development activities. We have not generated any revenue to date from the sale of the products we are developing. Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization.
Research and development expenses
Since our inception, we have focused and we continue to focus significant resources on our research and development activities, including developing our vector platform and analytical testing methods, conducting preclinical studies, developing manufacturing processes, and conducting clinical trials. Research and development costs are expensed as incurred and consist primarily of the following:
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• |
personnel costs in our research and development functions, including salaries, benefits and stock-based compensation; |
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• |
expenses incurred under agreements with CROs, for the conduct of clinical trials; |
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• |
expenses incurred under agreements with contract manufacturing organizations (CMOs) that manufacture product used in clinical trials; |
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• |
expenses incurred in procuring materials and for analytical and release testing services required to produce vaccine candidates used in clinical trials; |
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• |
process development expenses to improve the efficiency and yield of the bulk vaccine; |
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• |
laboratory supplies, vendor expenses and other third-party contract expenses related to preclinical research activities; |
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• |
technology license fees; |
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• |
consultant expenses for services supporting our clinical, regulatory and manufacturing activities; and |
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• |
facilities, depreciation and other general overhead expenses. |
We expect our research and development expenditures to increase as we advance our existing and future product candidates into and through clinical trials and pursue regulatory approval, especially with regard to the planned GEO-MVA and Gedeptin clinical programs. We do not provide forward-looking estimates of costs and time to complete our research programs due to the many uncertainties associated with biotechnology research and development. Due to these uncertainties, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. As we obtain data from preclinical studies and clinical trials, we may elect to discontinue or delay certain development programs to focus our resources on more promising product candidates. Completion of preclinical studies and human clinical trials may take several years or more, but the length of time can vary substantially depending upon several factors. The duration and the cost of future clinical trials may vary significantly over the life of the project because of differences arising during development of the human clinical trial protocols, including the length of time required to enroll suitable patient subjects, the number of patients that ultimately participate in the clinical trial, the duration of patient follow-up, and the number of clinical sites included in the clinical trials.
General and administrative expenses
Our general and administrative expenses consist primarily of personnel costs in our executive, finance, business development and other administrative functions, including stock-based compensation. Other general and administrative expenses include consulting fees, professional service fees for accounting and legal services, lease expenses related to our offices, insurance premiums, intellectual property costs incurred in connection with filing and prosecuting patent applications, depreciation and other costs. We expect our general and administrative expenses will increase in the future as we support expanded research and development activities, prepare for potential commercialization of our current and future product candidates, maintain compliance with requirements of Nasdaq and the SEC, and other general corporate activities.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and adjusts them as necessary. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
For a description of critical accounting policies that require significant judgments and estimates during the preparation of our financial statements, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our critical accounting policies from those disclosed in our 2025 Annual Report.
Recent Accounting Pronouncements – Information regarding recent accounting pronouncements is contained in Note 2 to the financial statements included in this Quarterly Report.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that are likely or reasonably likely to have a material effect on our financial condition or results of operations.
Results of Operations
The following table summarizes our results of operations for the three-month and six-month periods ended June 30, 2026 and 2025:
|
Three Months Ended June 30, |
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|
2026 |
2025 |
Change |
||||||||||
|
Revenue from government contract |
$ | - | $ | 852,282 | $ | (852,282 | ) | |||||
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Operating expenses: |
||||||||||||
|
Research and development |
3,110,508 | 4,728,998 | (1,618,490 | ) | ||||||||
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General and administrative |
1,331,564 | 1,542,190 | (210,626 | ) | ||||||||
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Total operating expenses |
4,442,072 | 6,271,188 | (1,829,116 | ) | ||||||||
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Loss from operations |
(4,442,072 | ) | (5,418,906 | ) | 976,834 | |||||||
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Interest income |
15,494 | 49,123 | (33,629 | ) | ||||||||
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Net loss |
$ | (4,426,578 | ) | $ | (5,369,783 | ) | $ | 943,205 | ||||
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Six Months Ended June 30, |
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2026 |
2025 |
Change |
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Revenue from government contract |
$ | - | $ | 2,489,145 | $ | (2,489,145 | ) | |||||
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Operating expenses: |
||||||||||||
|
Research and development |
7,013,971 | 10,083,586 | (3,069,615 | ) | ||||||||
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General and administrative |
2,700,982 | 3,229,635 | (528,653 | ) | ||||||||
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Total operating expenses |
9,714,953 | 13,313,221 | (3,598,268 | ) | ||||||||
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Loss from operations |
(9,714,953 | ) | (10,824,076 | ) | 1,109,123 | |||||||
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Interest income |
26,454 | 96,642 | (70,188 | ) | ||||||||
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Net loss |
$ | (9,688,499 | ) | $ | (10,727,434 | ) | $ | 1,038,935 | ||||
Revenue from Government Contract
During the three-month and six-month periods ended June 30, 2025, we reported $852,282 and $2,489,145, respectively, of revenues associated with the Company’s contract with the Biomedical Advanced Research and Development Authority (BARDA), to support advancement of GEO-CM04S1 into a Phase 2b study. In April 2025, we were notified that BARDA elected to terminate the contract for convenience, consistent with its terms. There are therefore no revenues reported during 2026.
Research and Development Expenses
Our research and development expenses were $3,110,508 and $7,013,971 for the three-month and six-month periods ended June 30, 2026, as compared to $4,728,998 and $10,083,586 for the comparable 2025 periods, representing decreases of 34.2% and 30.4%, respectively. The overall decrease primarily relates to discontinued costs associated with termination of the BARDA contract, as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs associated with Gedeptin program. Research and development expenses for the three-month and six-month periods of 2026 include stock-based compensation expense of $107,671 and $215,848, respectively; as compared to $130,323 and $260,639, respectively, for the comparable 2025 periods.
General and Administrative Expenses
Our general and administrative expenses were $1,331,564 and $2,700,982 for the three-month and six-month periods ended June 30, 2026, as compared to $1,542,190 and $3,229,635 for the comparable 2025 periods, representing decreases of 13.7% and 16.4%, respectively. The decrease during 2026 relates primarily to lower investor relations consulting and other programmatic costs and stock-based compensation expense. General and administrative expenses for the three-month and six-month periods of 2026 include stock-based compensation expense of $56,075 and $167,215, respectively; as compared to $162,417 and $324,845, respectively, for the comparable periods of 2025.
Other Income
Interest income for the three-month and six-month periods ended June 30, 2026 was $15,494 and $26,454, respectively, as compared to $49,123 and $96,642, respectively, for comparable periods of 2025. The overall decrease during 2026 is attributable to the average cash balances available for investment.
Liquidity and Capital Resources
The following tables summarize our liquidity and capital resources as of June 30, 2026 and December 31, 2025, and our cash flows for the six-month periods ended June 30, 2026 and 2025:
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Liquidity and Capital Resources |
June 30, 2026 |
December 31, 2025 |
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Cash and cash equivalents |
$ | 3,143,422 | $ | 3,085,741 | ||||
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Working capital |
1,462,811 | 3,377,950 | ||||||
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Six Months Ended June 30, |
||||||||
|
Cash Flow Data |
2026 |
2025 |
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Net cash provided by (used in): |
||||||||
|
Operating activities |
$ | (7,195,824 | ) | $ | (10,300,078 | ) | ||
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Investing activities |
- | (27,612 | ) | |||||
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Financing activities |
7,253,505 | 7,914,611 | ||||||
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Net increase (decrease) in cash and cash equivalents |
$ | 57,681 | $ | (2,413,079 | ) | |||
Operating Activities – Net cash used in operating activities of $7,195,824 for the six-months ended June 30, 2026, was due to our net loss of $9,688,499, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $10,300,078 for the six months ended June 30, 2025, was primarily due to our net loss of $10,727,434, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.
Investing Activities – There were no cash flows from investing activities for the six months ended June 30, 2026. Net cash used in investing activities was $27,612 for the six months ended June 30, 2025 and relates to purchases of laboratory equipment.
Financing Activities –Net cash provided by financing activities was $7,253,505 for the six months ended June 30, 2026, and relates to offerings of our common stock and warrants. Net cash provided by financing activities was $7,914,611 for the six months ended June 30, 2025, and relates to offerings of our common stock and warrants.
Funding Requirements and Sources of Capital
To date, we have not generated any product revenue. We do not know when, or if, we will generate any product revenue and we do not expect to generate significant product revenue unless and until we obtain regulatory approval and commercialize one of our current or future product candidates. We anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. We are subject to all of the risks incident to the development of new products, and may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. We anticipate that we will need substantial additional funding in connection with our continuing operations. We have funded our operations to date primarily from sales of our equity securities and from government grants and clinical trial assistance.
During January 2026, we also sold shares of our common stock pursuant to the ATM Program for net proceeds of approximately $71,200.
On February 17, 2026, we closed a registered direct offering of our common stock and warrants. Net proceeds after deducting placement agent fees and other offering expenses were approximately $885,000.
During March 2026, holders of our previously issued stock purchase warrants exercised their warrants, resulting in cash proceeds to us of approximately $4,800.
On March 31, 2026, we entered into warrant exercise inducement letters with the holders of certain existing warrants whereby the holders agreed to exercise warrants at a reduced exercise price. Net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $762,700.
On May 7, 2026, we entered into warrant exercise inducement letters with the holders of certain existing stock purchase warrants, whereby the holders agreed to exercise their warrants. Aggregate net proceeds to us after deducting placement agent commissions and other offering expenses were approximately $844,100.
On May 19, 2026, we closed a private placement offering of our common stock and warrants. Net proceeds after deducting placement agent fees and other offering expenses were approximately $2,709,800.
During May 2026, holders of our previously issued stock purchase warrants exercised their warrants, resulting in cash proceeds to us of approximately $1,975,700.
As of the date of this Quarterly Report, we believe that our existing cash and cash equivalents are sufficient to fund our operations into September 2026. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.
There can be no assurance that necessary funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.
We will need to continue to raise additional capital to support our future operating activities, including progression of our development programs, preparation for commercialization, and other operating costs. We may fund a significant portion of our ongoing operations through partnering and collaboration agreements which, while reducing our risks and extending our cash runway, would also reduce our share of eventual revenues, if any, from our vaccine candidates. Additionally, we may be able to fund certain activities with assistance from government programs.
The sale of additional equity would result in additional dilution to our stockholders. We may also fund our operations through debt financing, which would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market vaccine candidates that we would otherwise prefer to develop and market ourselves. Any of these actions could harm our business, results of operations and prospects.
Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties and is based on assumptions that may prove to be wrong; actual results could vary materially. Our projection takes into consideration contractual commitments we have made, and expect to make, in the normal course of operating our business, which include (i) obligations to our employees, (ii) our lease obligations, (iii) payments due under license agreements for various technologies and patent rights associated with our product development activities, (iv) arrangements with CROs, CMOs, and other third-party vendors for clinical trials services and production of materials for use in our clinical trials, and (v) other various firm purchase commitments and contractual obligations related to production and testing of our product candidates and the general operation of our business.
We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use our available capital resources sooner than we expect. Our future capital requirements will depend on many factors, which include but are not limited to:
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the timing and costs of our ongoing and planned clinical trials; |
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the timing and costs of manufacturing material for use in clinical trials; |
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the number and scope of our research programs and the speed at which they are advanced; |
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the progress and success of our preclinical and clinical development activities; |
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the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; |
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the costs to attract and retain skilled personnel; |
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the costs to maintain and expand our infrastructure to support our operations, our product development, and planned future commercialization efforts; |
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the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements; |
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the costs associated with any products or technologies that we may in-license or acquire; and |
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the costs and timing of regulatory approvals. |
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Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
Not applicable to smaller reporting companies.
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Item 4 |
Controls and Procedures |
Evaluation of disclosure controls and procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management has carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 or 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Changes in internal control over financial reporting
There were no significant changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
PART II -- OTHER INFORMATION
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Item 1 |
Legal Proceedings |
None.
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Item 1A |
Risk Factors |
Except as set forth below, information regarding factors that could affect our results of operations, financial condition or liquidity, have not materially changed from those previously disclosed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in Part I - Item 2 of this Quarterly Report on Form 10-Q. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A concerning any material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10‑K.
On July 22, 2026, the SEC approved a new Nasdaq listing requirement that would require each Nasdaq listed issuer to maintain a minimum market value of listed securities of at least $5 million. Under this new rule, if the value of an issuer’s listed securities, as measured by each applicable trading day’s closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuer’s securities would immediately be delisted, with no compliance or cure period. The new rule would also preclude an issuer’s ability to seek stay of delisting during any appeals process. The new rule (as amended by the SEC) allows Nasdaq hearings panels to reverse the delisting determination to situations where there was an error by Nasdaq staff or if the company satisfies all initial listing requirements. When the hearings panel review is of a deficiency related to continued listing requirements, generally the hearings panel has the discretion to grant a cure period not to exceed 180 days from the date of the Staff Delisting Determination for a company to regain compliance, and finding the company has regained compliance with all applicable listing requirements. Our Common Stock currently trades at levels that are near the $5 million aggregate market value threshold proposed by Nasdaq. As such, our Common Stock could be subject to Nasdaq delisting proceedings based on the new rule.
If our Common Stock is delisted, we may seek to have our Common Stock quoted on an over-the-counter marketplace, such as on the OTCQX. The OTCQX is not a stock exchange, and if our common stock trades on the OTCQX rather than a securities exchange, there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our Common Stock, which may lead to lower trading prices for our Common Stock.
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Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
There were no sales of unregistered equity securities during the period covered by this report that have not previously been reported on Form 8-K.
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Item 3 |
Defaults Upon Senior Securities |
None.
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Item 4 |
Mine Safety Disclosures |
Not applicable.
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Item 5 |
Other Information |
During the period covered by this report,
During the period covered by this report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to our board of directors.
Item 6 Exhibits
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* |
Filed herewith |
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** |
Indicates a management contract or compensatory plan or arrangement |
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(1) |
These interactive data files shall not be deemed filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under these sections. |
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(2) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed January 12, 2026. |
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(3) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed February 17, 2026. |
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(4) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed March 31, 2026. |
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(5) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 7, 2026. |
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(6) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed May 19, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
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GEOVAX LABS, INC. (Registrant) |
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Date: July 27, 2026 |
By: |
/s/ Mark W. Reynolds |
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Mark W. Reynolds |
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Chief Financial Officer (duly authorized officer and principal |
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Exhibit 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a) or 15d-14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
I, David A. Dodd, President and Chief Executive Officer of GeoVax Labs, Inc. certify that:
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(1) |
I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.; |
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(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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(4) |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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(5) |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: July 27, 2026 | /s/ David A. Dodd | |
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David A. Dodd President & Chief Executive Officer |
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Exhibit 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14(a) or 15d-14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Mark W. Reynolds, Chief Financial Officer of GeoVax Labs, Inc. certify that:
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(1) |
I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.; |
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(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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(4) |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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(5) |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: July 27, 2026 |
/s/ Mark W. Reynolds |
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Mark W. Reynolds Chief Financial Officer |
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Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the six months ended June 30, 2026, I, David A. Dodd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:
1. The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: July 27, 2026 |
/s/ David A. Dodd |
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David A. Dodd President & Chief Executive Officer |
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Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the six months ended June 30, 2026, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:
1. The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: July 27, 2026 |
/s/ Mark W. Reynolds |
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Mark W. Reynolds Chief Financial Officer |
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