govx20260522

govx20260522_s1.htm

As filed with the Securities and Exchange Commission on May 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware

2834

87-0455038

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1955 Lake Park Drive, Suite 300, Smyrna, Georgia 30080

Tel: (678) 384-7220

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David A. Dodd

President & Chief Executive Officer

GeoVax Labs, Inc.

1955 Lake Park Drive, Suite 300

Smyrna, Georgia 30080

Tel: (678) 384-7220

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

F. Reid Avett, Esq.

Womble Bond Dickinson (US) LLP

2001 K Street, NW, Suite 400 South
Washington, D.C. 20006

Tel: (202) 857-4425

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 26, 2026

PRELIMINARY PROSPECTUS

GEOVAX LABS, INC.

7,639,967 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 7,639,967 shares of our common stock, par value $0.001 per share (the Common Stock), comprised of (i) up to an aggregate of 1,558,886 shares (the May 2026 Warrant Inducement Shares) of Common Stock, issuable upon the exercise of those certain common stock purchase warrants (the May 2026 Inducement Warrants) issued to certain institutional investors (the Selling Stockholders) in connection with the warrant exercise inducement which occurred on May 7, 2026 (the May 2026 Warrant Inducement) and (ii) up to an aggregate of 6,081,081 shares (the May 2026 PIPE Shares and, together with the May 2026 Warrant Inducement Shares, the May 2026 Warrant Shares) of Common Stock, including (a) 2,027,027 shares issuable upon the exercise of certain pre-funded common stock purchase warrants (the May 2026 Pre-Funded Warrants), (b) 2,027,027 shares issuable upon the exercise of certain Series A common stock purchase warrants (the May 2026 Series A Common Warrants) and (c) 2,027,027 shares issuable upon the exercise of certain Series B common stock purchase warrants (the May 2026 Series B Common Warrants and, together with the May 2026 Series A Common Warrants, the May 2026 PIPE Common Warrants), in each case issued to the Selling Stockholders in connection with the unregistered private placement which occurred on May 19, 2026 (the May 2026 PIPE).

We will not receive any proceeds from the sale of the May 2026 Warrant Shares covered by this prospectus by the Selling Stockholders. All net proceeds from the sale of the May 2026 Warrant Shares covered by this prospectus will go to the Selling Stockholder. However, we will receive the proceeds from any cash exercise of the May 2026 Inducement Warrants, the May 2026 Pre-Funded Warrants or the May 2026 PIPE Common Warrants (collectively, the May 2026 Warrants). See “Use of Proceeds.”

The Selling Stockholders may sell all or a portion of the May 2026 Warrant Shares covered by this prospectus from time to time in market transactions through any market on which shares of our Common Stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”

Our Common Stock issued to investors is listed on the Nasdaq Capital Market LLC (Nasdaq) under the symbol “GOVX”. On May 21, 2026, the last reported sale price of our Common Stock was $2.75 per share.

Investing in our shares of common stock involves a high degree of risk. The risks are described in the “Risk Factors” section beginning on page 7 of this prospectus. You should also consider the risk factors described or referred to in any applicable prospectus supplement before investing in these securities.

Neither the Securities and Exchange Commission (SEC) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	7
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	19
MARKET AND INDUSTRY DATA AND FORECASTS	19
USE OF PROCEEDS	20
DETERMINATION OF OFFERING PRICE	20
DIVIDEND POLICY	20
CAPITALIZATION	21
BUSINESS	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37

SEC Form S-1 filed by GeoVax Labs Inc.