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GeoVax Announces Closing of $1 Million Private Placement

ATLANTA, GA, June 29, 2020 – GeoVax Labs, Inc. (OTCQB: GOVX), a biotechnology company developing human immunotherapies and vaccines against infectious diseases and cancer, announced today the closing, on June 26, 2020, of a private placement offering (the “Offering”) whereby the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”). Pursuant to the Purchase Agreement, the Company issued the Investor convertible senior secured debentures (the “Debentures”) in the aggregate principal amount of $1,200,000 (including a 12.5% original issue discount) and Warrants to purchase an aggregate of 2,400,000 shares of the Company’s common stock (the “Warrants”).

The Debentures accrue interest at a rate of 5% per annum and are initially convertible into shares of the Company’s common stock at a conversion price of $0.50 per share, subject to adjustment. The Debentures mature one year from the date of issuance, are secured by substantially all of the Company’s assets, and contain customary events of default.

The Debentures are mandatorily convertible into common stock upon the Company’s consummation of a public offering with gross proceeds of $6 million or more at the lower of the conversion price or 80% of the offering price for the offering. Further details are contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2020.

Pursuant to the Purchase Agreement, the Investor also received Warrants to purchase shares of the Company’s common stock equal to the number of shares of common stock initially issuable upon conversion of its Debenture as of the date of issuance. The Warrants are exercisable for a period of five years from the date of issuance at a price of $0.50 per share, subject to adjustment.

David Dodd, President and CEO of GeoVax, stated: “This financing will allow us to continue our work on various projects, including a COVID-19 vaccine, while we prepare for a public offering of our securities to accelerate the advancement of our product pipeline.”

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

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company developing human vaccines against infectious diseases and cancer using a novel proprietary vaccine platform (GV-MVA-VLPTM). On this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into VLP immunogens within the person receiving the vaccine (in vivo). The production of VLPs in the person being vaccinated mimics virus production in a natural infection, stimulating both the humoral and cellular arms of the immune system to recognize, prevent, and control the target infection. The GV-MVA-VLPTM derived vaccines can elicit durable immune responses in the host similar to a live-attenuated virus, while typically providing the safety characteristics of a replication-defective vector.

GeoVax’s current development programs are focused on preventive vaccines against COVID-19, HIV, Zika, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa), and malaria, as well as therapeutic vaccines against chronic Hepatitis B infections and multiple cancers. The Company has developed a preventive HIV vaccine candidate (GOVX-B11) for the clade B subtype of HIV prevalent in the Americas, Western Europe, Japan, and Australia, as well as a vaccine candidate for the clade C subtype prevalent in Africa and India. GOVX-B11 is scheduled for inclusion in an upcoming human clinical trial managed by the HIV Vaccine Trials Network with the support of the National Institutes of Health (NIH). GeoVax’s clade B HIV vaccine is also part of collaborative efforts to develop an immunotherapy as a functional cure for HIV.

Forward-Looking Statements

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax can develop and manufacture its vaccines with the desired characteristics in a timely manner, GeoVax's vaccines will be safe for human use, GeoVax's vaccines will effectively prevent targeted infections in humans, GeoVax’s vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine 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. GeoVax assumes no obligation to update these forward-looking statements and does not intend to do so. More information about these factors is contained in GeoVax's filings with the Securities and Exchange Commission including those set forth at "Risk Factors" in GeoVax's Form 10-K.

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GeoVax Labs, Inc.

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Written by : GeoVax

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