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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 8, 2026
Genelux
Corporation
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41599 |
|
77-0583529 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 2625 Townsgate Road, Suite 230 |
|
|
| Westlake Village, California |
|
91361 |
| (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 8.01 Other Events.
Underwritten
Public Offering
On
January 8, 2026, Genelux Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Lucid Capital Markets, LLC ( the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten
offering (the “Offering”) an aggregate of 6,666,667 shares (the “Shares”) of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $3.00 per share. All
of the Shares are being sold by the Company.
The
gross proceeds to the Company from the offering will be approximately $20.0 million, before deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, and assuming no exercise of the Underwriter’s option to purchase
additional shares. The closing of the Offering is expected to occur on January 9, 2026, subject to the satisfaction of customary closing
conditions.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended
(the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.
The
offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 and accompanying prospectus
(File No. 333-276847), filed with the Securities and Exchange Commission (the “SEC”), and a prospectus supplement thereunder.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and are qualified in their entirety by reference to such exhibits. A copy of the opinion of
Cooley LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
On
January 7, 2026, the Company issued a press release announcing that the Company had commenced the Offering and on January 8, 2026, the
Company issued a press release announcing that it had priced the Offering. Copies of these press releases are filed as Exhibits 99.1
and 99.2 hereto, respectively.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the
Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical
or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,”
“estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,”
“continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements
about the Offering, such as the expected gross proceeds and anticipated closing date. These forward-looking statements are based on information
currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that
could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking
statements as a result of many factors, including the uncertainties related to market conditions and the completion of the Offering on
the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect,
would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks
concerning the Company’s business are described in additional detail in the Company’s filings with the SEC, including the
Company’s latest Quarterly Report on Form 10-Q and future reports the Company may file with the SEC from time to time. All forward-looking
statements contained in this Current Report on Form 8-K speak only as of the date on which they were made and are based on management’s
assumptions and estimates as of such date. The Company is under no obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, by and between Genelux Corporation and Lucid Capital Markets, LLC, dated January 8, 2026 |
| 5.1 |
|
Opinion of Cooley LLP |
| 23.1 |
|
Consent of Cooley LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated January 7, 2026 |
| 99.2 |
|
Press Release, dated January 8, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Genelux
Corporation |
| |
|
|
| Date:
January 8, 2026 |
By: |
/s/
Thomas Zindrick, J.D. |
| |
|
Thomas
Zindrick, J.D.
President
and Chief Executive Officer |
