GNLX / Genelux Corporation - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

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

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

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.

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.

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)(

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)(

Executive Employment Offer Letter, by and between the Registrant and Matthew Pulisic, dated January 16, 2025.

Exhibit 10.2

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

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

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

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

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

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

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

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.

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.

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.

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

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.

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

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

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

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

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

Corporate Presentation, dated March 25, 2025

Exhibit 99.1

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

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

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

Corporate Presentation, dated November 8, 2024.

Exhibit 99.1

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

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

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

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

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

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

Corporate Presentation, dated August 1, 2024

Exhibit 99.1

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

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)(

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)(

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

Corporate Presentation, dated June 4, 2024

Exhibit 99.1

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

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

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

Corporate Presentation, dated May 24, 2024

Exhibit 99.1

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

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

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

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

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

Corporate Presentation, dated April 9, 2024

Exhibit 99.1

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

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

Corporate Presentation, dated April 1, 2024

Exhibit 99.1

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.

Incentive Compensation Recoupment Policy

Exhibit 97

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.

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

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.

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

Corporate Presentation, dated February 5, 2024

Exhibit 99.1

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

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

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

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

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

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.

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

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

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.

Slide presentation, dated December 12, 2023.

Exhibit 99.1

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

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

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.

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.

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

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

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

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

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

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

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

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

Slide presentation, dated October 10, 2023.

Exhibit 99.1

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

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

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

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)(

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

Executive Employment Offer Letter, by and between the Registrant and Caroline Jewett, dated June 15, 2023.

Exhibit 10.5

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

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

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

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)(

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)(

Slide presentation, dated July 18, 2023

Exhibit 99.1

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

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

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.

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.

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.

Slide presentation, dated June 27, 2023

Exhibit 99.1

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

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

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

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

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

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.

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

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

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

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

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

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

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

Power of Attorney (included on the signature page hereto).

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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

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

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

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

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.

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

[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

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

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.

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

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

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.

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

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

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.

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.

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

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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

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

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.

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

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.

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

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.

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.

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

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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

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

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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

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,

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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”).

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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:

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

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

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

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

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

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

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,

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

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

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

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

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

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

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

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

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

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

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

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,

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

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.

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

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

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

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

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 (

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

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

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

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

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

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

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

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

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

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

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

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

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,

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

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

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

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

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

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

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

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

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