Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2024, GeoVax Labs, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), as agent, pursuant to which we may offer and sell, from time to time through or to A.G.P., as sales agent or principal, shares of our common stock, $0.001 par value per share.

Subject to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. Under the Sales Agreement, A.G.P. may sell shares by any method deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. A.G.P.'s obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions. The Company will pay A.G.P. a commission of 3% of the aggregate gross proceeds from each sale of shares and has agreed to provide A.G.P. with customary indemnification and contribution rights. We also agreed to reimburse A.G.P. for certain specified expenses of (a) up to $50,000 in connection with the execution and implementation of the Sales Agreement and (b) up to $5,000 per calendar quarter thereafter pursuant to the terms of the Sales Agreement, in connection with any periodic due diligence review conducted by A.G.P. or its representatives in connection with the offering.

We are not obligated to make any sales of our common stock under the Sales Agreement and no assurance can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or number of shares that we will sell, or the dates on which any such sales will take place. The Sales Agreement will terminate upon the earlier of (i) the sale of all shares under the Sales Agreement, or (ii) as provided therein.

Sales of shares of common stock under the Sales Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-277585), which was declared effective by the Securities and Exchange Commission (the "SEC") on March 1, 2024, and a related prospectus supplement filed with the SEC on September 25, 2024, for an aggregate offering price of up to $4,486,846.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed herewith as Exhibit 10.1.

A copy of the opinion of Womble Bond Dickinson (US) LLP relating to the legality of the issuance and sale of shares, is attached hereto as Exhibit 5.1 to this current report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.