GeoVax Secures $1 Million Revolving Credit Facility with Board Changes

GeoVax Labs, Inc. has entered into a $1,000,000 unsecured revolving loan agreement with Bowery Consulting Group Inc. dated October 23, 2026. The agreement, filed with the SEC on October 23, 2026, allows the company to request loans up to $1,000,000 at any one time, subject to the lender's approval. As of the filing date, the company has not borrowed any amounts under the facility.

The loan bears interest at a rate of 12% per annum, calculated on a 360-day year, with accrued interest payable on the maturity date. The principal amount and accrued interest are due on the first anniversary of the closing of the agreement. The company may use the loan proceeds for general corporate purposes, including to finance the expenses of a Qualified Public Equity Offering. The agreement requires the company to use its best efforts to consummate a registered public offering of common stock or equivalents for gross proceeds of at least $5,000,000. Additionally, the company must complete one or more offerings resulting in aggregate gross proceeds of at least $10,000,000 by December 31, 2026.

As a condition to the lender's obligations under the agreement, five existing directors resigned on October 23, 2026. The company appointed three directors nominated by the lender: Steven Brown, Tyler O'Brien, and Manpreet Uppal. The new directors must meet the independence standards of the SEC and Nasdaq. The lender has the right to designate replacements for these nominees, subject to approval by the company's independent directors. The new directors will serve on the company's board and committees, and their service continues until the loan is repaid in full, unless they automatically resign due to the failure to complete the required equity offerings.

The revolving loan agreement includes standard covenants and events of default. If an event of default occurs, the lender may accelerate the debt, including interest at a default rate of 16% per annum. The company has not granted the lender a lien on its assets, and the loan is not convertible into common stock.