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Washington, D.C. 20549









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)



File Number)


(I.R.S. Employer

Identification No.)


2625 Townsgate Road, Suite 230

Westlake Village, California

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (805) 267-9889


Not Applicable

(Former name or former address, if changed since last report.)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)  

Name of each exchange on which registered

Common stock, par value $0.001 per share   GNLX   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 1.01Entry into a Material Definitive Agreement.


Private Placement of Common Stock


On June 9, 2023, Genelux Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue 900,000 shares of the Company’s common stock (“Common Stock”) in a private placement transaction (the “Private Placement”). The purchase price per share of Common Stock is $20.00 per share. The initial closing of the Private Placement is expected to occur on or before June 20, 2023 (the “Initial Closing”), subject to customary closing conditions. The total gross proceeds to the Company from the Private Placement are expected to be approximately $18.0 million. One of the Purchasers will, and is contractually obligated to, fund up to $12.5 million of such Purchaser’s investment amounts following the Initial Closing but no later than November 15, 2023.


Under the terms of the Purchase Agreement, the Company has agreed to prepare and file, within 30 days after the Initial Closing (the “Filing Deadline”), one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Common Stock issued under the Purchase Agreement on or before July 31, 2023, and to cause the applicable registration statements to become effective within a specified period after the Filing Deadline. 


The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. 


The foregoing is only a summary of the terms of the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached to this report as Exhibit 10.1.


Item 3.02Unregistered Sales of Equity Securities.


The disclosure regarding the securities to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.


The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Purchasers has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities.


Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.

10.1   Securities Purchase Agreement, dated June 9, 2023, by and among Genelux Corporation and the Purchasers.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Genelux Corporation
Date: June 12, 2023 By: /s/ Thomas Zindrick, J.D.
    Thomas Zindrick, J.D. President and Chief Executive Officer