Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 27, 2026, GeoVax Labs Inc. (the "Company") received a Staff Determination Letter (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Staff has determined to delist the Company's common stock from Nasdaq.

As set forth in the Letter states, the closing bid price of the Company's common stock was below the $1.00 per share minimum required for continued listing for the 30 consecutive business days from July 16, 2026 through August 26, 2026. Nasdaq determined that the Company does not comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. Because the Company effected a 1-for-25 reverse stock split on January 12, 2026, Nasdaq further determined that the Company is not eligible for the customary 180-calendar day compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv), which applies when an issuer has effected a reverse stock split within the prior one-year period. As previously disclosed, the Company received a notification from Nasdaq that it was not compliant with the minimum $2,500,000 stockholders' equity requirement under Nasdaq Listing Rule 5550(b). Absent a timely hearing request, trading in the Company's securities is expected to be suspended at the opening of business on September 8, 2026.

The Company plans to timely request a hearing before the Nasdaq Hearings Panel before the September 3, 2026 deadline set forth in the determination letter. A timely hearing request will stay any further actions. The Company's common stock will remain listed and continue trading on Nasdaq during the appeal process and pending a final determination by the Hearings Panel.

There can be no assurance that the Hearings Panel will grant the Company's request for continued listing or that the Company will ultimately regain compliance with all applicable Nasdaq listing requirements or that the Company's shares of common stock will remain listed on Nasdaq following the hearing.