GNLX SEC Filings - Genelux Corporation- Annual Report, Proxy Statement, Prospectus

Basic Stats

CIK

1231457

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Genelux Corporation

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

September 3, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Genelux Corporati UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fil
August 7, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specified
August 7, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (1) Equity Common Stock, $0.
August 7, 2025	S-8	As filed with the Securities and Exchange Commission on August 7, 2025 As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.
July 11, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
July 11, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
May 6, 2025	EX-10.2	Executive Employment Offer Letter, by and between the Registrant and Matthew Pulisic, dated January 16, 2025. Exhibit 10.2
May 6, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specifie
April 29, 2025	EX-10.31	Consulting Agreement, by and between the Registrant and Pharmaceutical Research Consulting, dated September 1, 2011, as amended. Exhibit 10.31 GENELUX CORPORATION CONSULTING AGREEMENT THIS AGREEMENT is made and entered into effective as of the 1st day of September, 2011 (the “Effective Date”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Pharmaceutical Research Consulting (PRC) (“Consultant”). W I T N E S S E T H: WHEREAS, the Company wishes to retain Consultant as an independent contracto
April 29, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41599 GENELU
April 29, 2025	EX-10.32	Offer Letter, by and between the Registrant and Joseph Cappello, Ph.D., dated May 21, 2023. Exhibit 10.32 May 21, 2023 Joseph Cappello, Ph.D. [*] [*] Re: Employment Terms Dear Joe: Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of Chief Technical Officer, on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Effective Date. Your employment with the Company shall c
April 29, 2025	EX-10.33	Offer Letter, by and between the Registrant and Tony Yu, Ph.D., dated May 21, 2023. Exhibit 10.33 May 21, 2023 Tony Yu, Ph.D. [*] [*] Re: Employment Terms Dear Tony: Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of Senior Vice President, Clinical Development, on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Effective Date. Your employment with the Co
March 28, 2025	EX-4.16	Exhibit 4.16 Exhibit 4.16 DESCRIPTION OF CAPITAL STOCK General The following summary description of the capital stock of Genelux Corporation (“we,” “our” or “us”) is based on the provisions of our amended and restated certificate of incorporation, as well as our amended and restated bylaws, and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). This information is q
March 28, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41599 GENELUX CORPORATION (Exact
March 28, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genelux Corporation (Exact name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, $0.
March 28, 2025	S-8	As filed with the Securities and Exchange Commission on March 28, 2025 As filed with the Securities and Exchange Commission on March 28, 2025 Registration No.
March 28, 2025	EX-19	Registrant’s Insider Trading Policy. Exhibit 19 GENELUX CORPORATION INSIDER TRADING POLICY Effective January 25, 2023 Introduction During the course of your relationship with Genelux Corporation.
March 25, 2025	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
March 25, 2025	FWP	GENELUX CORPORATION Filed pursuant to Rule 433 Issuer Free Writing Prospectus dated March 25, 2025 Relating to Prospectus dated February 13, 2024 Registration Statement No.
March 25, 2025	EX-4.1	Form of Underwriter Warrant Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TH
March 25, 2025	424B5	3,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-276847 Prospectus SUPPLEMENT (To Prospectus Dated FEBRUARY 2, 2024) 3,000,000 Shares of Common Stock We are offering 3,000,000 shares of our common stock, par value $0.001 per share at a public offering price of $3.50 per share pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is traded on The Nasdaq Capit
March 25, 2025	EX-1.1	Underwriting Agreement, dated March 25, 2025, by and between Genelux Corporation and Titan Partners Group LLC, a division of American Capital Partners, LLC Exhibit 1.1 EXECUTION VERSION GENELUX CORPORATION 3,000,000 SHARES OF COMMON STOCK Underwriting Agreement March 25, 2025 Titan Partners Group LLC, a division of American Capital Partners, LLC As the Representative of the several Underwriters listed in Schedule A hereto c/o Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New York, NY 10007 Lad
March 25, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Genelux Corporatio UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
March 25, 2025	EX-99.1	Genelux Corporation Announces Pricing of $10.5 Million Underwritten Offering of Common Stock Exhibit 99.1 Genelux Corporation Announces Pricing of $10.5 Million Underwritten Offering of Common Stock WESTLAKE VILLAGE, Calif., March 25, 2025 – Genelux Corporation (“Genelux”) (Nasdaq: GNLX), a late clinical-stage immuno-oncology company, today announced the pricing of an underwritten offering of 3,000,000 shares of its common stock at an offering price of $3.50 per share. The gross proceeds
March 25, 2025	EX-99.1	Corporate Presentation, dated March 25, 2025 Exhibit 99.1
February 3, 2025	8-K	Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fi
February 3, 2025	EX-10.1	Separation Agreement, by and between the Registrant and Lourie Zak, dated January 29, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599) filed with the SEC on February 3, 2025. Exhibit 10.1 January 29, 2025 Lourie Zak [***] Re: Separation Agreement Dear Lourie: This letter sets forth the substance of the separation agreement (the “Agreement”) that Genelux Corporation (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your employment termination date will be January 29, 2025 (the “Separation Date”). You hereby also resign from any othe
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as spec
November 8, 2024	EX-99.1	Corporate Presentation, dated November 8, 2024. Exhibit 99.1
November 8, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Genelux Corporat UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fi
October 25, 2024	SC 13G	GNLX / Genelux Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GENELUX CORP Passive Investment SC 13G 1 p24-2996sc13g.htm GENELUX CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genelux Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36870H103 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriat
October 22, 2024	SC 13G/A	GNLX / Genelux Corporation / Szalay Aladar - SC 13G/A Passive Investment SC 13G/A 1 tm2426664d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GENELUX CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36870H103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che
October 3, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specified
August 6, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
August 1, 2024	EX-99.1	Corporate Presentation, dated August 1, 2024 Exhibit 99.1
August 1, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
June 14, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
June 14, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
June 5, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File N
June 5, 2024	EX-99.1	Corporate Presentation, dated June 4, 2024 Exhibit 99.1
May 24, 2024	EX-1.1	Underwriting Agreement, dated May 23, 2024, by and between Genelux Corporation and Guggenheim Securities, LLC Exhibit 1.1 GENELUX CORPORATION 6,875,000 Shares of Common Stock and Warrants to Purchase 6,875,000 Shares of Common Stock UNDERWRITING AGREEMENT May 23, 2024 Guggenheim Securities, LLC As Representative of the several Underwriters named in Schedule I attached hereto c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Genelux Corporation, a corporation
May 24, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File N
May 24, 2024	EX-4.1	Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on May 24, 2024). Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GENELUX CORPORATION Warrant Shares: Date of Issuance: , 2024 (such date, the “Issue Date”) Warrant No.: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set fort
May 24, 2024	EX-99.1	Corporate Presentation, dated May 24, 2024 Exhibit 99.1
May 24, 2024	EX-99.2	Genelux Corporation Announces Proposed Public Offering of Common Stock and Warrants Exhibit 99.2 Genelux Corporation Announces Proposed Public Offering of Common Stock and Warrants WESTLAKE VILLAGE, Calif., May 23, 2024 – Genelux Corporation (Genelux) (Nasdaq: GNLX), a late clinical-stage immuno-oncology company, today announced that it has commenced an underwritten public offering of its common stock and accompanying warrants. All shares of common stock and accompanying warrants
May 24, 2024	EX-99.3	Genelux Corporation Announces Pricing of Approximately $27.5 Million Underwritten Offering of Common Stock and Accompanying Warrants Exhibit 99.3 Genelux Corporation Announces Pricing of Approximately $27.5 Million Underwritten Offering of Common Stock and Accompanying Warrants WESTLAKE VILLAGE, Calif., May 24, 2024 – Genelux Corporation (Genelux) (Nasdaq: GNLX), a late clinical-stage immuno-oncology company, today announced the pricing of an underwritten offering of 6,875,000 shares of its common stock and accompanying warrant
May 24, 2024	424B5	6,875,000 Shares of Common Stock Warrants to Purchase 6,875,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-276847 Prospectus SUPPLEMENT (To Prospectus Dated FEBRUARY 2, 2024) 6,875,000 Shares of Common Stock Warrants to Purchase 6,875,000 Shares of Common Stock We are offering 6,875,000 shares of our common stock, par value $0.001 per share, and accompanying warrants to purchase 6,875,000 shares of our common stock, pursuant to this preliminary pros
May 23, 2024	424B5	SUBJECT TO COMPLETION, DATED MAY 23, 2024 Filed Pursuant to Rule 424(b)(5) Registration No. 333-276847 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an
May 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specifie
April 9, 2024	EX-99.1	Corporate Presentation, dated April 9, 2024 Exhibit 99.1
April 9, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
April 2, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
April 2, 2024	EX-99.1	Corporate Presentation, dated April 1, 2024 Exhibit 99.1
March 29, 2024	S-8	As filed with the Securities and Exchange Commission on March 29, 2024 As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.
March 29, 2024	EX-97.1	Incentive Compensation Recoupment Policy Exhibit 97
March 29, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genelux Corporation (Exact name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, $0.
March 29, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41599 GENELUX CORPORATION (Exact
February 8, 2024	CORRESP	Genelux Corporation 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 (805) 267-9889 Genelux Corporation 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 (805) 267-9889 February 8, 2024 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
February 5, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fi
February 5, 2024	EX-99.1	Corporate Presentation, dated February 5, 2024 Exhibit 99.1
February 2, 2024	EX-4.14	Form of Indenture (incorporated by reference to Exhibit 4.14 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the SEC on February 2, 2024. Exhibit 4.14 GENELUX CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7 Sectio
February 2, 2024	EX-4.19	Form of Debt Securities Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.19 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the SEC on February 2, 2024. Exhibit 4.19 GENELUX CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF GENELUX CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between GENELUX CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing unde
February 2, 2024	SC 13G	GNLX / Genelux Corporation / Szalay Aladar - SC 13G Passive Investment SC 13G 1 d764964dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GENELUX CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36870H103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app
February 2, 2024	8-K	Other Events, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fi
February 2, 2024	EX-4.18	Form of Preferred Stock Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.18 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the SEC on February 2, 2024. Exhibit 4.18 Genelux Corporation AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF GENELUX CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Genelux Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing unde
February 2, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.
February 2, 2024	EX-1.2	Sales Agreement, by and between the Registrant and Guggenheim Securities, LLC, dated February 2, 2024 (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the SEC on February 2, 2024). Exhibit 1.2 Genelux Corporation Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT February 2, 2024 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Genelux Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (the “Agent”), as follows: 1. Issuance and Sale of Shar
February 2, 2024	EX-4.17	Form of Common Stock Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.17 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the SEC on February 2, 2024. Exhibit 4.17 Genelux Corporation AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF GENELUX CORPORATION FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Genelux Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the law
February 2, 2024	S-3	As filed with the Securities and Exchange Commission on February 2, 2024 As filed with the Securities and Exchange Commission on February 2, 2024 Registration No.
December 12, 2023	EX-99.1	Slide presentation, dated December 12, 2023. Exhibit 99.1
December 12, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission F
November 24, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission F
November 15, 2023	S-8	As filed with the Securities and Exchange Commission on November 14, 2023 As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.
November 15, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.
November 14, 2023	EX-10.3	Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for Executive Officers under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.3 Genelux Corporation RSU Award Grant Notice (2023 Inducement Plan) Genelux Corporation (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2023 Induce
November 14, 2023	EX-10.5	Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Executive Officers under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.5 Genelux Corporation Stock Option Grant Notice (2023 Inducement Plan) Genelux Corporation (the “Company”), pursuant to its 2023 Inducement Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, the
November 14, 2023	EX-10.1	Executive Employment Offer Letter, by and between the Registrant and Lourie Zak, dated August 25, 2023. Exhibit 10.1 August 25, 2023 Lourie Zak 1756 Tamarack Street Westlake Village, CA 91361 Re: Employment Terms Dear Lourie: Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of Chief Financial Officer, on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Effective Date. Your employ
November 14, 2023	EX-10.2	Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.2 Genelux Corporation 2023 Inducement Plan Adopted by the Board of Directors: September 11, 2023 TABLE OF CONTENTS Page 1. General. 1 2. Shares Subject to the Plan. 1 3. Eligibility and Limitations. 2 4. Options and Stock Appreciation Rights. 2 5. Awards Other Than Options and Stock Appreciation Rights. 6 6. Adjustments upon Changes in Common Stock; Other Corporate Events. 8 7. Administ
November 14, 2023	EX-10.4	Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for Non-Executives under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.4 Genelux Corporation RSU Award Grant Notice (2023 Inducement Plan) Genelux Corporation (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2023 Induce
November 14, 2023	EX-10.6	Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Non-Executives under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.6 Genelux Corporation Stock Option Grant Notice (2023 Inducement Plan) Genelux Corporation (the “Company”), pursuant to its 2023 Inducement Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, the
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as spec
November 14, 2023	EX-10.7	Genelux Corporation Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on November 14, 2023). Exhibit 10.7 GENELUX CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Genelux Corporation (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Boa
October 10, 2023	EX-99.1	Slide presentation, dated October 10, 2023. Exhibit 99.1
October 10, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fi
September 14, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission
August 28, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 Genelux Corporati UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission Fil
August 24, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specified
August 14, 2023	EX-10.5	Executive Employment Offer Letter, by and between the Registrant and Caroline Jewett, dated June 15, 2023. Exhibit 10.5
August 14, 2023	EX-4.4	Form of Warrant to Purchase Common Stock issued on August 1, 2023 in connection with Converted Convertible Notes Payable (incorporated by reference to Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on August 14, 2023). Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN, UNDER THE ACT A
August 14, 2023	EX-4.3	Form of Warrant to Purchase Common Stock issued on July 28, 2023 in connection with Converted Convertible Notes Payable (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on August 14, 2023). Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN, UNDER THE ACT A
August 14, 2023	EX-10.4	Executive Employment Offer Letter, by and between the Registrant and Ralph Smalling, MS, dated June 1, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on August 14, 2023). Exhibit 10.4
July 20, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
July 20, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(
July 19, 2023	EX-99.1	Slide presentation, dated July 18, 2023 Exhibit 99.1
July 19, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
July 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
June 29, 2023	CORRESP	Genelux Corporation 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 (805) 267-9889 Genelux Corporation 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 (805) 267-9889 June 29, 2023 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
June 28, 2023	S-1	As filed with the Securities and Exchange Commission on June 27, 2023 As filed with the Securities and Exchange Commission on June 27, 2023 Registration No.
June 28, 2023	EX-FILING FEES	Filing Fee Exhibit. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.
June 27, 2023	EX-99.1	Slide presentation, dated June 27, 2023 Exhibit 99.1
June 27, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File
June 20, 2023	SC 13G	GNLX / Genelux Corp / Parrott Billy James Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GENELUX CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36870H103 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs
June 12, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Genelux Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File N
June 12, 2023	EX-10.1	Securities Purchase Agreement, dated June 9, 2023, by and among the Registrant and the Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on June 12, 2023). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of June 9, 2023, is made by and among Genelux Corporation, a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). Recitals A. The Company and the Purch
June 2, 2023	8-K	Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commission File N
June 2, 2023	EX-10.1	Executive Employment Offer Letter, by and between the Registrant and Thomas Zindrick, J.D., dated May 30, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on June 2, 2023). Exhibit 10.1 May 30, 2023 Thomas Zindrick 2211 Memory Lane Westlake Village, CA 91361 Re: Employment Terms Dear Thomas: Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of President and Chief Executive Officer, on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Effective Date.
May 15, 2023	EX-4.10	Letter Agreement Amending the Umbrella Agreements, by and among the Registrant and Existing Noteholders dated April 4, 2023 (incorporated by reference to Exhibit 4.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on May 15, 2023). Exhibit 4.10
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENELUX CORPORATION (Exact name of registrant as specifie
May 15, 2023	EX-4.9	Amendment to 2022 Unsecured Promissory Notes, by and among the Registrant and Existing Noteholders dated February 28, 2023 (incorporated by reference to Exhibit 4.9 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on May 15, 2023). Exhibit 4.9 AMENDMENT TO 2022 UNSECURED Promissory notes This Amendment to 2022 Unsecured Promissory Notes (this “Amendment”), dated as of February 28, 2023, is made and entered into by and among Genelux Corporation, a Delaware corporation (the “Company”), and the undersigned noteholders (the “Holders”) of the Company’s 2022 unsecured promissory notes (the “Notes”). Recitals A. The Company and the
May 15, 2023	EX-4.8	Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on May 15, 2023). Exhibit 4.8 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN, UNDER THE ACT A
May 15, 2023	EX-10.1	Sixteenth Amendment to Lease Agreement, by and between the Registrant and 3030 Bunker Hill Owner (DE) LLC, dated January 26, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on May 15, 2023). Exhibit 10.1
May 15, 2023	EX-10.2	Securities Purchase Agreement, dated May 12, 2023, by and among the Registrant and the Purchasers. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on May 15, 2023). Exhibit 10.2
May 1, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41599 GENELU
March 29, 2023	10-K	Power of Attorney (included on the signature page hereto). 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
January 30, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 Genelux Corporat 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 001-41599 77-0583529 (State or other jurisdiction of incorporation) (Commissio
January 30, 2023	EX-3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on January 30, 2023). EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF GENELUX CORPORATION ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be at 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent. The registered agent in charge thereof shall be LEXIS Document Services, Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware
January 30, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on January 30, 2023). EX-3.1 Exhibit 3.1 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENELUX CORPORATION Thomas Zindrick hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Genelux Corporation, a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Secretary of State of the State of Delaware was September
January 26, 2023	424B4	2,500,000 Shares Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-265828 PROSPECTUS 2,500,000 Shares Common Stock This is an initial public offering of shares of common stock of Genelux Corporation. We are offering 2,500,000 shares of our common stock. The initial public offering price is $6.00 per share. Prior to this offering, there has been no public market for our common stock. Our
January 26, 2023	S-8	As filed with the Securities and Exchange Commission on January 26, 2023 S-8 1 d356831ds8.htm S-8 As filed with the Securities and Exchange Commission on January 26, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 77-0583529 (State or other jurisdiction of incorporation or
January 26, 2023	EX-FILING FEES	Filing Fee Table. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.
January 23, 2023	CORRESP	GENELUX CORPORATION 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 CORRESP 1 filename1.htm GENELUX CORPORATION 2625 Townsgate Road, Suite 230 Westlake Village, California 91361 January 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Conlon Danberg Laura Crotty Re: Genelux Corporation Registration Statement on Form S-1, as amended (File No. 3
January 23, 2023	CORRESP	[Signature Page Follows] CORRESP 1 filename1.htm January 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Genelux Corporation Registration Statement on Form S-1 File No. 333-265828 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), The Benchmark Company LLC, as repre
January 23, 2023	8-A12B	Form 8-A 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Genelux Corporation (Exact name of registrant as specified in its charter) Delaware 77-0583529 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification
January 13, 2023	FWP	Redefining Immuno-Oncology Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Amended Registration Statement dated January 9, 2023 Registration File No. 333-265828 Redefining Immuno-Oncology Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Amended Registration Statement dated January 9, 2023 Registration File No.
January 10, 2023	EX-10.11	Offer Letter, by and between the Registrant and Doug Samuelson, dated September 27, 2022 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, filed with the SEC on January 10, 2023). Exhibit 10.11 September 9, 2022 Douglas Samuelson, CPA (inactive) [***] Re: Employment Terms Dear Doug: Genelux Corporation (the “Company”) is pleased to offer you at-will employment in the position of Vice President, Finance on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Start Date. Your employment with the Company shall begin
January 10, 2023	EX-10.5	Genelux Corporation 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, filed with the SEC on January 10, 2023). Exhibit 10.5 GENELUX CORPORATION 2022 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2022 APPROVED BY THE STOCKHOLDERS: [], 2022 IPO DATE: [], 2023 TABLE OF CONTENTS Page 1. GENERAL 1 2. SHARES SUBJECT TO THE PLAN 1 3. ELIGIBILITY AND LIMITATIONS 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS 7 6. ADJUSTMENTS UPON CHANGES I
January 10, 2023	S-1/A	As filed with the Securities and Exchange Commission on January 9, 2023. S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 9, 2023.
January 10, 2023	EX-10.10	Offer Letter, by and between the Registrant and Sean Ryder, dated September 29, 2021 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, filed with the SEC on January 10, 2023). EX-10.10 Exhibit 10.10 September 29, 2021 Mr. Sean Ryder [***] Re: Employment Terms Dear Sean: Genelux Corporation (the “Company”) is pleased to offer you at-will employment in the position of General Counsel and Corporate Secretary on the terms and conditions set forth in this letter agreement (this “Agreement”). 1. Employment by the Company. 1.1 Start Date. Your employment with the Company shall
January 10, 2023	EX-10.7	Genelux Corporation 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, filed with the SEC on January 10, 2023). EX-10.7 Exhibit 10.7 GENELUX CORPORATION 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2022 APPROVED BY THE STOCKHOLDERS: [], 2022 IPO DATE: [], 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits
December 23, 2022	S-1/A	As filed with the Securities and Exchange Commission on December 23, 2022. S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 23, 2022.
November 4, 2022	S-1/A	As filed with the Securities and Exchange Commission on November 4, 2022. S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 4, 2022.
November 4, 2022	FWP	Redefining Immuno-Oncology Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Amended Registration Statement dated November 4, 2022 Registration File No. 333-265828 FWP 1 d368003dfwp.htm FWP Redefining Immuno-Oncology Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Amended Registration Statement dated November 4, 2022 Registration File No. 333-265828 This presentation contains forward-looking statements about Genelux Corporation (“Genelux,” “we,” “us” or “our”) that are based on the beliefs and assumptions of our management team, and
November 4, 2022	CORRESP	Cooley LLP 10265 Science Center DriveSan Diego, CA 92121-1117 t: (858) 550-6000 f: (858) 550-6420 cooley.com CORRESP 1 filename1.htm Jason Kent +1 858 550 6044 [email protected] November 4, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Conlon Danberg Laura Crotty Re: Genelux Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed October 13, 2022 File No. 333-265828 Ladies and Ge
October 13, 2022	CORRESP	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com CORRESP 1 filename1.htm Jason Kent +1 858 550 6044 [email protected] October 13, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Conlon Danberg Laura Crotty Re: Genelux Corporation Amendment No. 2 to Registration Statement on Form S-1 Filed September 19, 2022 File No. 333-265828 Ladies and
October 13, 2022	S-1/A	As filed with the Securities and Exchange Commission on October 13, 2022. S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 13, 2022.
October 4, 2022	FWP	IPO FAQ Sheet FWP 1 d323819dfwp.htm FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Amended Registration Statement dated September 16, 2022 Registration File No. 333-265828 IPO FAQ Sheet In response to questions we have received regarding our potential initial public offering (the “IPO”), we have prepared this FAQ sheet. While Genelux Corporation (the “Company”) has filed a registr
September 19, 2022	S-1/A	As filed with the Securities and Exchange Commission on September 16, 2022. Table of Contents As filed with the Securities and Exchange Commission on September 16, 2022.
September 19, 2022	EX-1.1	Form of Representative’s Warrant (incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the SEC on January 30, 2023). EX-1.1 2 d300051dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2022 The Benchmark Company LLC 150 E. 58th Street, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Genelux Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchm
September 19, 2022	EX-FILING FEES	Filing Fee Exhibit. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.
August 29, 2022	S-1/A	As filed with the Securities and Exchange Commission on August 29, 2022. Table of Contents As filed with the Securities and Exchange Commission on August 29, 2022.
August 29, 2022	EX-3.1	Amended and Restated Certificate of Incorporation, as amended, as currently in effect. EX-3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 07:29 PM 07/06/2012 FILED 07:07 PM 07/06/2012 SRV 120813827 – 3431925 FILE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENELUX CORPORATION Genelux Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. Th
August 29, 2022	CORRESP	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com CORRESP 1 filename1.htm Jason Kent +1 858 550 6044 [email protected] August 29, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Jeffrey Gabor Laura Crotty Re: Genelux Corporation Registration Statement on Form S-1 Submitted June 24, 2022 CIK No. 0001231457 Ladies and Gentlemen: On behalf of
August 29, 2022	EX-4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on August 29, 2022). EX-4.1 Exhibit 4.1 NUMBER GC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE GENELUX SHARES CUSIP 36870H 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF GENELUX CORPORATION transferable on the books of the Corporation in person or by duly authorized attorney upo
July 8, 2022	CORRESP	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com CORRESP 1 filename1.htm Jason L. Kent +1 858 550 6044 [email protected] VIA EDGAR AND FEDEX July 8, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Conlon Danberg Laura Crotty Re: Genelux Corporation Registration Statement on Form S-1 Filed June 24, 2021 File No. 333-265828 Ladies and Gentl
June 24, 2022	EX-16.1	Letter from BDO USA, LLP, dated June 24, 2022. EX-16.1 30 d300051dex161.htm EX-16.1 Exhibit 16.1 June 24, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the statement changes in and disagreements with accountants on accounting and financial disclosure included in the Registration Statement on Form S-1 of Genelux Corporation for the event that occurred on February 24, 2021,
June 24, 2022	CORRESP	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com Jason Kent +1 858 550 6044 [email protected] June 24, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Jeffrey Gabor Laura Crotty Re: Genelux Corporation Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted May 20, 2022 CIK No. 0001231457 Ladies and Gentlemen: On behalf of G
June 24, 2022	EX-4.6	Form of Convertible Note Purchase Agreement under the Umbrella Agreement (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). EX-4.6 10 d300051dex46.htm EX-4.6 Exhibit 4.6 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this th day of , 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”). WHEREAS, Borrower has an ur
June 24, 2022	EX-3.4	Form of Amended and Restated Bylaws, to be in effect in connection with the closing of this offering. Exhibit 3.4 SECOND AMENDED AND RESTATED BYLAWS OF GENELUX CORPORATION ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be at 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent. The registered agent in charge thereof shall be LEXIS Document Services, Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901.
June 24, 2022	EX-10.7	Genelux Corporation, Inc. 2022 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). EX-10.7 17 d300051dex107.htm EX-10.7 Exhibit 10.7 GENELUX CORPORATION 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2022 APPROVED BY THE STOCKHOLDERS: [], 2022 IPO DATE: [], 2022 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Co
June 24, 2022	EX-10.17	License Agreement, by and between the Registrant and V2ACT Therapeutics, LLC, dated June 18, 2021, as amended (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.17 27 d300051dex1017.htm EX-10.17 Exhibit 10.17 Confidential Execution Copy CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on June 18, 2021 (the “Effective Dat
June 24, 2022	EX-10.10	Offer Letter, by and between the registrant and Joseph Cappello, Ph.D., dated October 29, 2012. EX-10.10 20 d300051dex1010.htm EX-10.10 Exhibit 10.10 CONFIDENTIAL October 29, 2012 Joseph Cappello, PhD [***] Dear Dr. Cappello, Thank you for your kind participation in the interview process for the appointment of Vice President of Pharmaceutical Development. I am pleased to inform you that the search committee composed of Members of the Board of Directors and that of the Management of Genelux C
June 24, 2022	EX-10.15	Amended and Restated Limited Liability Company Agreement, by and between the Registrant, TVAX Biomedical, Inc. and V2ACT Therapeutics, LLC, dated January 3, 2019 (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.15 25 d300051dex1015.htm EX-10.15 Exhibit 10.15 LIMITED LIABILITY COMPANY AGREEMENT OF V2ACT THERAPEUTICS, LLC The Interests referred to in this Limited Liability Company Agreement have not been registered under the Securities Act of 1933 or any other securities laws, and such Interests may not be transferred without appropriate registration or the availability of an exemption from such regi
June 24, 2022	EX-4.2	Investors’ Rights Agreement, by and among the Registrant and AbbVie, Inc. and Aladar Szalay, Ph.D., dated January 2010 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-4.2 6 d300051dex42.htm EX-4.2 Exhibit 4.2 EXECUTION COPY GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”). RECITALS To induce Abbott to purchase the Series I
June 24, 2022	EX-10.9	Form of Indemnification Agreement by and between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.9 19 d300051dex109.htm EX-10.9 Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided
June 24, 2022	EX-10.1	Genelux Corporation 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.1 11 d300051dex101.htm EX-10.1 Exhibit 10.1 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE 1.1 General. The purpose of the Genelux Corporation 2009 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of Genelux Corporation, a Delaware corporation (the “Company”), by linking the personal interests of the members of the Board, Employees and Cons
June 24, 2022	EX-10.16	License Agreement, by and between TVAX Biomedical, Inc. and V2ACT Therapeutics, LLC, dated June 18, 2021, as amended (incorporated by reference to Exhibit10.16 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on June 18, 2021 (the “Effective Date”) between: TVAX Biomedical, Inc., a Delaware corporation with its
June 24, 2022	EX-4.5	Form of Umbrella Agreement Regarding Family Investments (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-4.5 9 d300051dex45.htm EX-4.5 Exhibit 4.5 UMBRELLA AGREEMENT REGARDING FAMILY INVESTMENTS IN GENEUX CORPORATION This umbrella agreement (“Agreement”) is entered into this day of between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “”): A. RECITALS 1. Due to an urgent need for significa
June 24, 2022	EX-4.4	Agreement/Promissory Note, by and among the registrant and Jillian and Curtis Helmer, dated April 2016, as amended (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). EX-4.4 8 d300051dex44.htm EX-4.4 Exhibit 4.4 Agreement/Promissory Note This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower). Lender hereby agrees to loan Borrower two million six hundred sixty thousand nine hundred twenty six dollars ($2,660,926). The funds for this loan have bee
June 24, 2022	EX-3.3	Amended and Restated Bylaws, as currently in effect. Exhibit 3.3 GENELUX CORPORATION FIRST AMENDED AND RESTATED BYLAWS OF THE CORPORATION ARTICLE I - OFFICES Section 1. The registered office of the corporation in the State of Delaware shall be at 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent. The registered agent in charge thereof shall be LEXIS Document Services, Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901. Se
June 24, 2022	EX-10.5	Genelux Corporation 2022 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). Exhibit 10.5 GENELUX CORPORATION 2022 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2022 APPROVED BY THE STOCKHOLDERS: [], 2022 IPO DATE: [], 2022 TABLE OF CONTENTS Page 1. GENERAL 1 2. SHARES SUBJECT TO THE PLAN 1 3. ELIGIBILITY AND LIMITATIONS 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS 7 6. ADJUSTMENTS UPON CHANGES I
June 24, 2022	EX-10.3	Genelux Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.3 13 d300051dex103.htm EX-10.3 Exhibit 10.3 GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Genelux Corporation 2009 Equity Incenti
June 24, 2022	EX-10.19	License Agreement, by and between the Registrant and ELIAS Animal Health, LLC, dated November 15, 2021, as amended (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.19 Exhibit 10.19 FINAL Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on November 15, 2021 (the “Effective Date”) between: Genelux Corporation, a
June 24, 2022	EX-10.14	Industrial/Commercial Multi-Tenant Lease, by and between the Registrant and Marindustry Partners, LP, dated July 2018, as amended (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). Exhibit 10.14 INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE?GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP TABLE OF CONTENTS Page 1.??BASIC PROVISIONS 1 1.1 Parties 1 1.2 Premises and Parking 1 1.3 Term 1 1.4 Early Possession 1 1.5 Base Rent 2 1.6 Base Rent and Other Monies Payable Upon Executio
June 24, 2022	EX-10.8	Genelux Corporation Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). Exhibit 10.8 GENELUX CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Genelux Corporation (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Boa
June 24, 2022	EX-10.12	Lease Agreement, by and between the Registrant and 1175-1177 Idaho Street, LLC, dated January 2012, as amended (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). Exhibit 10.12 First AMENDMENT TO LEASE THIS AMENDMENT TO LEASE is made and entered into as of April 15, 2015 , by and between 1175-1177 Idaho, LLC, a California Corporation (?Lessor?) (?Lessee?). WHEREAS, on or about January 5, 2012 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 1177 Idaho Street, Suite 202, Redlands, CA 92374 (the ?P
June 24, 2022	EX-10.11	Offer Letter, by and between the registrant and Tony Yu, Ph.D., dated January 2010, as amended. Exhibit 10.11 July 1, 2002 Yong “Tony” Yu, PhD Loma Linda, CA Dear Tony: I am writing to provide you with a formal offer of employment with Genelux Corporation. Your appointment with the Company will be as a Research Scientist, Director of the Imaging Group and will be effective July 1, 2002. Your starting salary will be $75,000 per annum. Of that amount, $40,000 per annum will be in the form of d
June 24, 2022	EX-10.4	Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Genelux Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.4 14 d300051dex104.htm EX-10.4 Exhibit 10.4 Standard Form GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Genelux Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and
June 24, 2022	EX-10.6	Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Genelux Corporation 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.6 16 d300051dex106.htm EX-10.6 Exhibit 10.6 GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2022 EQUITY INCENTIVE PLAN) Genelux Corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and con
June 24, 2022	EX-10.2	Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Genelux Corporation 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.2 12 d300051dex102.htm EX-10.2 Exhibit 10.2 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Genelux Corporation (the “Company”), pursuant to its 2009 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”).
June 24, 2022	EX-FILING FEES	Filing Fee Exhibit EX-FILING FEES 32 d300051dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggreg
June 24, 2022	EX-10.13	Lease Agreement, by and between the Registrant and Townsgate Property, LLC, dated as of August 2002 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). Exhibit 10.13 LEASE [San Diego Science Center / Genelux Corporation] THIS LEASE (?Lease?) is dated for reference purposes only August 20, 2002, by and between SAN DIEGO SCIENCE CENTER LLC, a California limited liability company (?Landlord?), and GENELUX CORPORATION, a Delaware corporation (?Tenant?). 1. Lease Premises. 1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord dur
June 24, 2022	EX-4.3	Form of Warrant to Purchase Common Stock issued to WDC Fund I, dated September 2020 (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-4.3 7 d300051dex43.htm EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WI
June 24, 2022	S-1	Power of Attorney (included on the signature page to this registration statement filed June 24, 2022). Table of Contents As filed with the Securities and Exchange Commission on June 24, 2022.
June 24, 2022	EX-3.2	Form of Amended and Restated Certificate of Incorporation, to be in effect in connection with the closing of this offering. Exhibit 3.2 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENELUX CORPORATION Thomas Zindrick hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Genelux Corporation, a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Secretary of State of the State of Delaware was September 4, 2001
June 24, 2022	EX-3.1	Amended and Restated Certificate of Incorporation, as amended, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). EX-3.1 2 d300051dex31.htm EX-3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 07:29 PM 07/06/2012 FILED 07:07 PM 07/06/2012 SRV 120813827 – 3431925 FILE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENELUX CORPORATION Genelux Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby c
June 24, 2022	EX-10.18	License Agreement, by and between the Registrant and Newsoara BioPharma Co, Ltd., dated September 27, 2021 (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 (File No. 333-265828), as amended, originally filed with the SEC on June 24, 2022). EX-10.18 28 d300051dex1018.htm EX-10.18 Exhibit 10.18 Confidential Execution Copy CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT between Genelux Corporation and Newsoara BioPharma Co. Ltd Dated as of September 27, 2021 Pri
May 20, 2022	EX-10.10	Confidential EX-10.10 12 filename12.htm Exhibit 10.10 CONFIDENTIAL October 29, 2012 Joseph Cappello, PhD [***] Dear Dr. Cappello, Thank you for your kind participation in the interview process for the appointment of Vice President of Pharmaceutical Development. I am pleased to inform you that the search committee composed of Members of the Board of Directors and that of the Management of Genelux Corporation un
May 20, 2022	EX-10.11	PO BOX 1855 • MAMMOTH LAKES • 93546 PHONE: 760-924-5667 • FAX: 760-924-0422 EX-10.11 13 filename13.htm Exhibit 10.11 July 1, 2002 Yong “Tony” Yu, PhD Loma Linda, CA Dear Tony: I am writing to provide you with a formal offer of employment with Genelux Corporation. Your appointment with the Company will be as a Research Scientist, Director of the Imaging Group and will be effective July 1, 2002. Your starting salary will be $75,000 per annum. Of that amount, $40,000 per ann
May 20, 2022	EX-10.3	GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 Exhibit 10.3 GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Genelux Corporation 2009 Equity Incentive Plan (the ?Prior Plan?). Following
May 20, 2022	EX-10.9	INDEMNIFICATION AGREEMENT EX-10.9 11 filename11.htm Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequa
May 20, 2022	EX-10.14	INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP Exhibit 10.14 INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE?GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP TABLE OF CONTENTS Page 1.??BASIC PROVISIONS 1 1.1 Parties 1 1.2 Premises and Parking 1 1.3 Term 1 1.4 Early Possession 1 1.5 Base Rent 2 1.6 Base Rent and Other Monies Payable Upon Executio
May 20, 2022	EX-10.16	CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT EX-10.16 18 filename18.htm Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on June 18, 2021 (the “Effective Date”) between: TVAX Biomedical, Inc., a Del
May 20, 2022	DRS/A	As confidentially submitted to the Securities and Exchange Commission on May 20, 2022. This Amendment No. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 20, 2022. This Amendment No. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C
May 20, 2022	DRSLTR	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com DRSLTR 1 filename1.htm Jason Kent +1 858 550 6044 [email protected] May 20, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Jeffrey Gabor Laura Crotty Re: Genelux Corporation Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 24, 2021 CIK No. 0001231457 Ladies and Ge
May 20, 2022	EX-10.17	CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT EX-10.17 19 filename19.htm Exhibit 10.17 Confidential Execution Copy CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is entered into on June 18, 2021 (the “Effective Date”) between:
May 20, 2022	EX-10.2	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT EX-10.2 8 filename8.htm Exhibit 10.2 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Genelux Corporation (the “Company”), pursuant to its 2009 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option i
May 20, 2022	EX-4.5	UMBRELLA AGREEMENT REGARDING _______ FAMILY INVESTMENTS IN GENEUX CORPORATION EX-4.5 5 filename5.htm Exhibit 4.5 UMBRELLA AGREEMENT REGARDING FAMILY INVESTMENTS IN GENEUX CORPORATION This umbrella agreement (“Agreement”) is entered into this day of between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “”): A. RECITALS 1. Due to an urgent need for significant funding
May 20, 2022	EX-10.13	LEASE [San Diego Science Center / Genelux Corporation] EX-10.13 15 filename15.htm Exhibit 10.13 LEASE [San Diego Science Center / Genelux Corporation] THIS LEASE (“Lease”) is dated for reference purposes only August 20, 2002, by and between SAN DIEGO SCIENCE CENTER LLC, a California limited liability company (“Landlord”), and GENELUX CORPORATION, a Delaware corporation (“Tenant”). 1. Lease Premises. 1.1 Landlord hereby leases to Tenant and Tenant here
May 20, 2022	EX-10.1	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 EX-10.1 7 filename7.htm Exhibit 10.1 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE 1.1 General. The purpose of the Genelux Corporation 2009 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of Genelux Corporation, a Delaware corporation (the “Company”), by linking the personal interests of the members of the Board, Employees and Consultants of th
May 20, 2022	EX-4.6	CONVERTIBLE NOTE PURCHASE AGREEMENT EX-4.6 6 filename6.htm Exhibit 4.6 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this th day of , 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”). WHEREAS, Borrower has an urgent need f
May 20, 2022	EX-10.4	GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) EX-10.4 10 filename10.htm Exhibit 10.4 Standard Form GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Genelux Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions
May 20, 2022	EX-10.12	Notice: these forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR commercial real estate Association, 500 N Brand Blvd, Suite 900, Glendale, EX-10.12 14 filename14.htm Exhibit 10.12 First AMENDMENT TO LEASE THIS AMENDMENT TO LEASE is made and entered into as of April 15, 2015 , by and between 1175-1177 Idaho, LLC, a California Corporation (“Lessor”) (“Lessee”). WHEREAS, on or about January 5, 2012 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 1177 Idaho Street, Suite 202,
May 20, 2022	EX-4.3	GENELUX CORPORATION WARRANT TO PURCHASE COMMON STOCK No. CWA-__ _________, 202_ Void After SEPTEMBER 25, 2025 EX-4.3 3 filename3.htm Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WITH THE COM
May 20, 2022	EX-4.4	Agreement/Promissory Note EX-4.4 4 filename4.htm Exhibit 4.4 Agreement/Promissory Note This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower). Lender hereby agrees to loan Borrower two million six hundred sixty thousand nine hundred twenty six dollars ($2,660,926). The funds for this loan have been made ava
May 20, 2022	EX-4.2	GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT EX-4.2 Exhibit 4.2 EXECUTION COPY GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”). RECITALS To induce Abbott to purchase the Series I Preferred Stock pursuant t
May 20, 2022	EX-10.15	LIMITED LIABILITY COMPANY AGREEMENT V2ACT THERAPEUTICS, LLC EX-10.15 17 filename17.htm Exhibit 10.15 LIMITED LIABILITY COMPANY AGREEMENT OF V2ACT THERAPEUTICS, LLC The Interests referred to in this Limited Liability Company Agreement have not been registered under the Securities Act of 1933 or any other securities laws, and such Interests may not be transferred without appropriate registration or the availability of an exemption from such registration requ
June 24, 2021	EX-10.9	INDEMNIFICATION AGREEMENT EX-10.9 13 filename13.htm Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequa
June 24, 2021	EX-4.4	Agreement/Promissory Note EX-4.4 6 filename6.htm Exhibit 4.4 Agreement/Promissory Note This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower). Lender hereby agrees to loan Borrower two million six hundred sixty thousand nine hundred twenty six dollars ($2,660,926). The funds for this loan have been made ava
June 24, 2021	EX-10.2	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT EX-10.2 Exhibit 10.2 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Genelux Corporation (the “Company”), pursuant to its 2009 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all
June 24, 2021	EX-4.5	UMBRELLA AGREEMENT REGARDING _______ FAMILY INVESTMENTS IN GENEUX CORPORATION EX-4.5 7 filename7.htm Exhibit 4.5 UMBRELLA AGREEMENT REGARDING FAMILY INVESTMENTS IN GENEUX CORPORATION This umbrella agreement (“Agreement”) is entered into this day of between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “”): A. RECITALS 1. Due to an urgent need for significant funding
June 24, 2021	EX-4.2	GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 EXECUTION COPY GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”). RECITALS To induce Abbott to purchase the Series I Preferred
June 24, 2021	EX-10.11	PO BOX 1855 • MAMMOTH LAKES • 93546 PHONE: 760-924-5667 • FAX: 760-924-0422 EX-10.11 15 filename15.htm Exhibit 10.11 July 1, 2002 Yong “Tony” Yu, PhD Loma Linda, CA Dear Tony: I am writing to provide you with a formal offer of employment with Genelux Corporation. Your appointment with the Company will be as a Research Scientist, Director of the Imaging Group and will be effective July 1, 2002. Your starting salary will be $75,000 per annum. Of that amount, $40,000 per ann
June 24, 2021	EX-10.13	LEASE [San Diego Science Center / Genelux Corporation] EX-10.13 17 filename17.htm Exhibit 10.13 LEASE [San Diego Science Center / Genelux Corporation] THIS LEASE (“Lease”) is dated for reference purposes only August 20, 2002, by and between SAN DIEGO SCIENCE CENTER LLC, a California limited liability company (“Landlord”), and GENELUX CORPORATION, a Delaware corporation (“Tenant”). 1. Lease Premises. 1.1 Landlord hereby leases to Tenant and Tenant here
June 24, 2021	EX-10.12	Notice: these forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR commercial real estate Association, 500 N Brand Blvd, Suite 900, Glendale, EX-10.12 16 filename16.htm Exhibit 10.12 First AMENDMENT TO LEASE THIS AMENDMENT TO LEASE is made and entered into as of April 15, 2015 , by and between 1175-1177 Idaho, LLC, a California Corporation (“Lessor”) (“Lessee”). WHEREAS, on or about January 5, 2012 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 1177 Idaho Street, Suite 202,
June 24, 2021	EX-10.1	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 EX-10.1 9 filename9.htm Exhibit 10.1 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE 1.1 General. The purpose of the Genelux Corporation 2009 Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of Genelux Corporation, a Delaware corporation (the “Company”), by linking the personal interests of the members of the Board, Employees and Consultants of th
June 24, 2021	DRS/A	As confidentially submitted to the Securities and Exchange Commission on June 24, 2021. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remain DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 24, 2021. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 24, 2021	EX-3.1	SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GENELUX CORPORATION EX-3.1 2 filename2.htm Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “GENELUX CORPORATION”, FILED IN THIS OFFICE ON THE SIXTH DAY OF JULY, A.D. 2012, AT 7:07 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUN
June 24, 2021	EX-10.14	INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP EX-10.14 18 filename18.htm Exhibit 10.14 INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP TABLE OF CONTENTS Page 1. BASIC PROVISIONS 1 1.1 Parties 1 1.2 Premises and Parking 1 1.3 Term 1 1.4 Early Possession 1 1.5 Base Rent 2 1.6 Base Rent and Other M
June 24, 2021	EX-10.10	GENELUX CORPORATION CONSULTING AGREEMENT EX-10.10 Exhibit 10.10 GENELUX CORPORATION CONSULTING AGREEMENT THIS AGREEMENT is made and entered into effective as of the 1st day of September, 2011 (the “Effective Date”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Pharmaceutical Research Consulting (PRC) (“Consultant”). W I T N E S S ET H: WHEREAS, the Company wishes to retain Consultant as an independent c
June 24, 2021	EX-4.6	CONVERTIBLE NOTE PURCHASE AGREEMENT EX-4.6 8 filename8.htm Exhibit 4.6 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this th day of , 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”). WHEREAS, Borrower has an urgent need f
June 24, 2021	DRSLTR	Cooley LLP 4401 Eastgate Mall San Diego, CA 92121-1909 t: (858) 550-6000 f: (858) 550-6420 cooley.com Jason Kent +1 858 550 6044 [email protected] June 24, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Vanessa Robertson Jeffrey Gabor Laura Crotty Re: Genelux Corporation Draft Registration Statement on Form S-1 Submitted May 7, 2021 CIK No. 0001231457 Ladies and Gentlemen: On behalf of Genelux Corporation (
June 24, 2021	EX-10.3	GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 EX-10.3 11 filename11.htm Exhibit 10.3 GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Genelux Corporation 2009 Equity Incentive Plan (th
June 24, 2021	EX-10.4	GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) EX-10.4 12 filename12.htm Exhibit 10.4 Standard Form GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Genelux Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions
June 24, 2021	EX-4.3	GENELUX CORPORATION WARRANT TO PURCHASE COMMON STOCK No. CWA-__ _________, 202_ Void After SEPTEMBER 25, 2025 EX-4.3 5 filename5.htm Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WITH THE COM
June 24, 2021	EX-3.3	GENELUX CORPORATION FIRST AMENDED AND RESTATED BYLAWS OF THE CORPORATION ARTICLE I - OFFICES Exhibit 3.3 GENELUX CORPORATION FIRST AMENDED AND RESTATED BYLAWS OF THE CORPORATION ARTICLE I - OFFICES Section 1. The registered office of the corporation in the State of Delaware shall be at 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent. The registered agent in charge thereof shall be LEXIS Document Services, Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901. Se
May 7, 2021	EX-10.9	INDEMNIFICATION AGREEMENT Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insu
May 7, 2021	EX-10.2	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT EX-10.2 10 filename10.htm Exhibit 10.2 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Genelux Corporation (the “Company”), pursuant to its 2009 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option
May 7, 2021	EX-10.4	GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) EX-10.4 12 filename12.htm Exhibit 10.4 Standard Form GENELUX CORPORATION STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Genelux Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions
May 7, 2021	EX-10.10	GENELUX CORPORATION CONSULTING AGREEMENT EX-10.10 14 filename14.htm Exhibit 10.10 GENELUX CORPORATION CONSULTING AGREEMENT THIS AGREEMENT is made and entered into effective as of the 1st day of September, 2011 (the “Effective Date”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Pharmaceutical Research Consulting (PRC) (“Consultant”). W I T N E S S ET H: WHEREAS, the Company wishes to retain Consultant a
May 7, 2021	EX-10.14	INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP EX-10.14 18 filename18.htm Exhibit 10.14 INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIP TABLE OF CONTENTS Page 1. BASIC PROVISIONS 1 1.1 Parties 1 1.2 Premises and Parking 1 1.3 Term 1 1.4 Early Possession 1 1.5 Base Rent 2 1.6 Base Rent and Other M
May 7, 2021	EX-10.1	GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 Exhibit 10.1 GENELUX CORPORATION 2009 EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE 1.1 General. The purpose of the Genelux Corporation 2009 Equity Incentive Plan (the ?Plan?) is to promote the success and enhance the value of Genelux Corporation, a Delaware corporation (the ?Company?), by linking the personal interests of the members of the Board, Employees and Consultants of the Company and any Parent
May 7, 2021	EX-4.2	GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 EXECUTION COPY GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”). RECITALS To induce Abbott to purchase the Series I Preferred
May 7, 2021	EX-4.3	GENELUX CORPORATION WARRANT TO PURCHASE COMMON STOCK No. CWA-__ _________, 202_ Void After SEPTEMBER 25, 2025 EX-4.3 5 filename5.htm Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WITH THE COM
May 7, 2021	EX-10.12	Notice: these forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR commercial real estate Association, 500 N Brand Blvd, Suite 900, Glendale, EX-10.12 16 filename16.htm Exhibit 10.12 First AMENDMENT TO LEASE THIS AMENDMENT TO LEASE is made and entered into as of April 15, 2015 , by and between 1175-1177 Idaho, LLC, a California Corporation (“Lessor”) (“Lessee”). WHEREAS, on or about January 5, 2012 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 1177 Idaho Street, Suite 202,
May 7, 2021	EX-10.11	PO BOX 1855 • MAMMOTH LAKES • 93546 PHONE: 760-924-5667 • FAX: 760-924-0422 EX-10.11 15 filename15.htm Exhibit 10.11 July 1, 2002 Yong “Tony” Yu, PhD Loma Linda, CA Dear Tony: I am writing to provide you with a formal offer of employment with Genelux Corporation. Your appointment with the Company will be as a Research Scientist, Director of the Imaging Group and will be effective July 1, 2002. Your starting salary will be $75,000 per annum. Of that amount, $40,000 per ann
May 7, 2021	EX-3.1	SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GENELUX CORPORATION EX-3.1 2 filename2.htm Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “GENELUX CORPORATION”, FILED IN THIS OFFICE ON THE SIXTH DAY OF JULY, A.D. 2012, AT 7:07 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUN
May 7, 2021	DRS	As confidentially submitted to the Securities and Exchange Commission on May 7, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 7, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRAT
May 7, 2021	EX-4.4	Agreement/Promissory Note Exhibit 4.4 Agreement/Promissory Note This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower). Lender hereby agrees to loan Borrower two million six hundred sixty thousand nine hundred twenty six dollars ($2,660,926). The funds for this loan have been made available by Lender?s refi
May 7, 2021	EX-4.5	UMBRELLA AGREEMENT REGARDING _______ FAMILY INVESTMENTS IN GENEUX CORPORATION EX-4.5 7 filename7.htm Exhibit 4.5 UMBRELLA AGREEMENT REGARDING FAMILY INVESTMENTS IN GENEUX CORPORATION This umbrella agreement (“Agreement”) is entered into this day of between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “”): A. RECITALS 1. Due to an urgent need for significant funding
May 7, 2021	EX-3.3	GENELUX CORPORATION FIRST AMENDED AND RESTATED BYLAWS OF THE CORPORATION ARTICLE I - OFFICES Exhibit 3.3 GENELUX CORPORATION FIRST AMENDED AND RESTATED BYLAWS OF THE CORPORATION ARTICLE I - OFFICES Section 1. The registered office of the corporation in the State of Delaware shall be at 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent. The registered agent in charge thereof shall be LEXIS Document Services, Inc., 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901. Se
May 7, 2021	EX-10.13	LEASE [San Diego Science Center / Genelux Corporation] EX-10.13 17 filename17.htm Exhibit 10.13 LEASE [San Diego Science Center / Genelux Corporation] THIS LEASE (“Lease”) is dated for reference purposes only August 20, 2002, by and between SAN DIEGO SCIENCE CENTER LLC, a California limited liability company (“Landlord”), and GENELUX CORPORATION, a Delaware corporation (“Tenant”). 1. Lease Premises. 1.1 Landlord hereby leases to Tenant and Tenant here
May 7, 2021	EX-10.3	GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 EX-10.3 11 filename11.htm Exhibit 10.3 GENELUX CORPORATION 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 21, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 27, 2018 TERMINATION DATE: SEPTEMBER 20, 2028 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Genelux Corporation 2009 Equity Incentive Plan (th
May 7, 2021	EX-4.6	CONVERTIBLE NOTE PURCHASE AGREEMENT EX-4.6 8 filename8.htm Exhibit 4.6 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this th day of , 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”). WHEREAS, Borrower has an urgent need f

GNLX / Genelux Corporation - SEC Filings, Annual Report, Proxy Statement

Basic Stats

SEC Filings

SEC Filings (Chronological Order)