GeoVax to Raise Approximately $5.0 Million of Gross Proceeds in Offering Priced At-the-Market

Rhea-AI Summary

GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company, has announced a registered direct offering priced at-the-market. The company will sell 975,610 shares of common stock (or equivalents) at $5.125 per share to an institutional investor. Additionally, in a concurrent private placement, GeoVax will issue warrants to purchase up to 975,610 shares at $5.00 per share, exercisable immediately with a five-year term.

The offering is expected to raise approximately $5.0 million in gross proceeds, before deducting fees and expenses. GeoVax plans to use the net proceeds for working capital and general corporate purposes. Roth Capital Partners is acting as the exclusive placement agent. The offering is anticipated to close around August 30, 2024, subject to customary closing conditions.

Positive

• Raising approximately $5.0 million in gross proceeds
• Offering priced at-the-market, indicating current market valuation
• Warrants issued with exercise price close to offering price, potentially providing additional future funding

Negative

• Potential dilution for existing shareholders due to new share issuance
• Warrants may lead to further dilution if exercised in the future

Insights

Financial Analyst

GeoVax's $5 million capital raise through a registered direct offering is a double-edged sword for investors. On the positive side, it bolsters the company's working capital, potentially extending its runway for clinical-stage developments. However, the at-the-market pricing and the issuance of warrants signal potential dilution concerns.

The $5.125 per share price, while at-market, doesn't provide a premium for existing shareholders. The concurrent issuance of warrants with a $5.00 exercise price over a 5-year term could lead to further dilution if exercised. This structure suggests the company may be struggling to attract investment on more favorable terms, possibly reflecting market skepticism about its near-term prospects.

Investors should closely monitor how GeoVax deploys this capital and whether it can achieve significant milestones before requiring additional funding.

Biotech Industry Analyst

This funding round for GeoVax is important for its clinical-stage pipeline progression. As a small-cap biotech focusing on immunotherapies and vaccines, cash burn is a constant concern. The $5 million raise, while modest, could provide vital resources for advancing key programs.

However, the offering's structure raises questions about investor confidence. The at-market pricing and warrant issuance suggest a lack of premium valuation, which is often seen in more promising biotech deals. This could indicate that GeoVax's current clinical data or market positioning hasn't sufficiently impressed institutional investors.

Moving forward, the company needs to demonstrate clear clinical progress and potentially seek strategic partnerships to bolster its position. The biotech sector remains challenging and GeoVax will need to differentiate its technology to stand out in a crowded field.

ATLANTA, GA, Aug. 28, 2024 (GLOBE NEWSWIRE) -- GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing immunotherapies and vaccines against cancer and infectious diseases, today announced that it has entered into a definitive securities purchase agreement with a certain institutional investor for the purchase and sale of 975,610 shares of the Company’s common stock (or common stock equivalents) at a price of $5.125 per share in a registered direct offering priced at-the-market under Nasdaq rules.

In addition, in a concurrent private placement, the Company will issue to the investor warrants to purchase up to 975,610 shares of common stock. The warrants have an exercise price of $5.00 per share, will be exercisable immediately following the date of issuance and will have a term of five years from the date of issuance.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from this offering are expected to be approximately $5.0 million, before deducting the placement agent's 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. The closing of the offering is expected to occur on or about August 30, 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 shelf 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 is being made only by means of a prospectus, including a prospectus supplement, forming 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 accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, by phone at (800) 678-9147 or by accessing the SEC’s website, www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of 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 and therapies for solid tumor cancers. The company’s lead clinical program is GEO-CM04S1, a next-generation COVID-19 vaccine for which GeoVax was recently awarded a BARDA-funded contract to sponsor a 10,000-participant Phase 2b clinical trial to evaluate the efficacy of GEO-CM04S1 versus an approved COVID-19 vaccine. In addition, GEO-CM04S1 is currently in three Phase 2 clinical trials, being evaluated as (1) a primary vaccine for immunocompromised patients such as those suffering from hematologic cancers and other patient populations for whom the current authorized COVID-19 vaccines are insufficient, (2) a booster vaccine in patients with chronic lymphocytic leukemia (CLL) and (3) a more robust, durable COVID-19 booster among healthy patients who previously received the mRNA vaccines. In oncology the lead clinical program is evaluating a novel oncolytic solid tumor gene-directed therapy, Gedeptin®, in a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. GeoVax has a strong IP portfolio in support of its technologies and product candidates, holding worldwide rights for its technologies and products. The Company has a leadership team who have driven significant value creation across multiple life science companies over the past several decades. For more information about the current status of our clinical trials and other updates, visit our website: www.geovax.com.

Forward-Looking Statements

This release contains forward-looking statements regarding GeoVax’s business plans. The words “believe,” “look forward to,” “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 is able to obtain acceptable results from ongoing or future clinical trials of its investigational products, GeoVax’s immuno-oncology products and preventative vaccines can provoke the desired responses, and those products or vaccines can be used effectively, GeoVax’s viral vector technology adequately amplifies immune responses to cancer antigens, GeoVax can develop and manufacture its immuno-oncology products and preventative vaccines with the desired characteristics in a timely manner, GeoVax’s immuno-oncology products and preventative vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent targeted infections in humans, GeoVax’s immuno-oncology products and preventative vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete 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, and other factors, over which GeoVax has no control.

Further information on our risk factors is contained in our periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. 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.

Company Contact:		Investor Relations Contact:		Media Contact:
info@geovax.com		austin.murtagh@precisionaq.com		sr@roberts-communications.com
678-384-7220		212-698-8696		202-779-0929

FAQ

What is the price per share for GeoVax's (GOVX) new stock offering?

GeoVax (GOVX) is offering shares at $5.125 per share in a registered direct offering priced at-the-market.

How many shares is GeoVax (GOVX) selling in its August 2024 offering?

GeoVax (GOVX) is selling 975,610 shares of common stock (or common stock equivalents) in this offering.

What are the terms of the warrants issued by GeoVax (GOVX) in the concurrent private placement?

GeoVax (GOVX) is issuing warrants to purchase up to 975,610 shares at an exercise price of $5.00 per share, exercisable immediately with a five-year term.

How much does GeoVax (GOVX) expect to raise in gross proceeds from this offering?

GeoVax (GOVX) expects to raise approximately $5.0 million in gross proceeds from this offering.

When is the expected closing date for GeoVax's (GOVX) August 2024 stock offering?

The closing of GeoVax's (GOVX) stock offering is expected to occur on or about August 30, 2024, subject to customary closing conditions.