GeoVax enters into definitive agreements to sell Series A convertible preferred stock

GeoVax Labs, Inc. (OTCQB/OTCBB: GOVX), an Atlanta-based biopharmaceutical firm developing vaccines to prevent and fight Human Immunodeficiency Virus (HIV) infections, announced today that it has entered into definitive agreements with certain institutional investors, pursuant to which the Company has agreed to sell shares of its Series A convertible preferred stock at an aggregate purchase price of approximately $2.2 million (which are convertible into a total of 2,933,333 shares of GeoVax common stock) and Series A warrants to purchase up to an aggregate of 2,933,333 shares of GeoVax common stock with an exercise price of $1.00 per share and a term of five years. The preferred stock is convertible at any time into shares of GeoVax common stock at a conversion price of $0.75 per share, subject to adjustment as provided in the certificate of designation. The transaction is expected to close on or about March 21, 2012, subject to satisfaction of customary closing conditions.

GeoVax also granted to the investors a one-year additional purchase right, evidenced in the form of Series B warrants to purchase up to an aggregate of 2,933,333 of its common stock for one year with an exercise price of $0.75 per share, and five-year Series C warrants to purchase up to an aggregate of 2,933,333 shares of common stock at $1.00 per share.  The Series B warrants are immediately exercisable.  The Series C warrants only become exercisable at the time, and to the extent, that the Series B warrants are exercised.

Moody Capital Solutions, Inc. has acted as the exclusive placement agent on this transaction.