GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company specializing in developing human vaccines and cancer immunotherapies, announced today the closing of its previously announced private placement for the issuance and sale of 707,484 shares of common stock, 2,360,000 pre-funded warrants to purchase common stock, and accompanying warrants to purchase an aggregate of up to 3,067,484 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with an accompanying warrant at a combined effective purchase price of $3.26. The warrants are exercisable immediately at an exercise price of $3.26 per share and will expire five years from the date of issuance.

Maxim Group LLC acted as the sole placement agent for the private placement.

The gross proceeds from this offering were approximately $10.0 million, before deducting placement agent’s fees and other offering expenses. The Company intends to use the net proceeds from the private placement for clinical trial expenses, working capital and general corporate purposes.

The shares of common stock, pre-funded warrants and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants.

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