Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
GEOVAX LABS, INC.

GeoVax Labs, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the Corporation’s Certificate of Incorporation originally filed with the Delaware Secretary of State on June 17, 2008, as previously amended by the following:

● Certificate of Merger filed June 18, 2008, as further amended by the following documents:

● Certificate of Amendment to the Certificate of Incorporation filed April 13, 2010;

● Certificate of Amendment to the Certificate of Incorporation filed April 27, 2010;

● Certificate of Designation filed on March 20, 2012;

● Certificate of Amendment to the Certificate of Incorporation filed August 1, 2013;

● Amendment to Certificate of Designation filed on December 12, 2013;

● Certificate of Designation filed on December 12, 2013;

● Certificate of Designation filed on February 27, 2015;

● Certificate of Amendment to the Certificate of Incorporation filed May 13, 2015;

● Certificate of Amendment to the Certificate of Incorporation filed June 14, 2016;

● Certificate of Designation filed on May 9, 2017;

● Certificate of Amendment to the Certificate of Incorporation of the Corporation filed August 4, 2017;

● Certificate of Designation filed on February 19, 2019;

● Certificate of Designation filed on February 26, 2019;

● Certificate of Amendment to the Certificate of Incorporation of the Company filed April 30, 2019;

● Certificate of Designation filed July 16, 2019;

● Certificate of Designation filed July 24, 2019;

● Certificate of Amendment to the Certificate of Incorporation of the Corporation filed January 21, 2020;

● Certificate of Designation filed on January 23, 2020; and

● Certificate of Amendment to the Certificate of Incorporation filed September 24, 2020.

IS HEREBY FURTHER AMENDED pursuant to Section 242 of the General Corporation Law of the State of Delaware.

The Corporation does hereby further certify that this Certificate of Amendment was duly adopted by the Corporation’s Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

The Certificate of Incorporation of the Corporation, as amended, is hereby amended as follows:

The first paragraph of Article IV of the Certificate of Incorporation, as amended, shall be deleted in its entirety and replaced with the following:

“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 160,000,000 shares, which are divided into two classes consisting of: (a) 150,000,000 shares of Common Stock, par value $0.001 per share, and (b) 10,000,000 shares of Preferred Stock, par value $0.01 per share.

Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation (the “Effective Time”), each fifteen (15) shares of the Corporation’s Common Stock, par value $0.001 per share (“Old Common Stock”), issued and outstanding immediately prior to the Effective Time will automatically and without any action on the part of the respective holders thereof, be combined and reclassified into one (1) share of Common Stock, par value $0.001 per share (the “New Common Stock”) (and such combination and conversion, the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the Reverse Stock Split. Stockholders of record who would otherwise hold fractional shares because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the reverse stock split ratio will be rounded up to the nearest whole share.”

The remainder of the Certificate of Incorporation shall remain unchanged and in full force and effect.

This Certificate of Amendment shall be effective as of 5:00 p.m. Eastern Time on January 30, 2024.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on January 30, 2024.

GEOVAX LABS, INC.

/s/ David Dodd                                       

David Dodd

President and Chief Executive Officer

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