Genelux (NASDAQ: GNLX) prices $20M stock offering at $3 per share

Rhea-AI Filing Summary

Genelux Corporation is conducting an underwritten public offering of 6,666,667 shares of common stock at $3.00 per share, for expected gross proceeds of about $20.0 million before fees and expenses. All shares are being sold by the company, so the transaction raises new capital for Genelux rather than existing shareholders. The offering is being made under an effective Form S-3 shelf registration statement, with closing expected on January 9, 2026, subject to customary conditions.

Insights

Equity capital markets analyst

Genelux raises about $20.0 million through an underwritten stock sale.

Genelux Corporation has entered into an underwriting agreement with Lucid Capital Markets, LLC to sell 6,666,667 new common shares at $3.00 per share. The company expects gross proceeds of approximately $20.0 million before underwriting discounts, commissions, and expenses, with all shares coming from the company rather than existing holders.

The deal is structured as a fully underwritten public offering off an existing Form S-3 shelf registration statement. An underwritten structure typically provides greater execution certainty because the underwriter agrees to purchase the shares, subject to customary closing conditions. The company notes that completion depends on market conditions and those conditions being satisfied.

The expected closing date is January 9, 2026, only one day after signing, indicating a standard, accelerated bookbuild timeline. Future disclosures in periodic reports can show how the new capital affects Genelux’s cash position and share count, alongside any impact on per-share metrics.

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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

FAQ

What equity offering did Genelux Corporation (GNLX) announce in this 8-K?

Genelux Corporation announced an underwritten public offering of 6,666,667 shares of its common stock. The shares are being sold at $3.00 per share under an existing shelf registration statement on Form S-3.

How much capital does Genelux (GNLX) expect to raise from the offering?

The company expects gross proceeds of approximately $20.0 million from the offering, before deducting underwriting discounts, commissions, and estimated offering expenses.

Who is underwriting the Genelux (GNLX) stock offering?

The offering is being underwritten by Lucid Capital Markets, LLC, which entered into an underwriting agreement with Genelux Corporation on January 8, 2026.

When is the Genelux (GNLX) offering expected to close?

The closing of the offering is expected to occur on January 9, 2026, subject to the satisfaction of customary closing conditions.

Are existing Genelux (GNLX) shareholders selling shares in this transaction?

No. All 6,666,667 shares in the offering are being sold by Genelux Corporation itself, so the proceeds go to the company rather than existing shareholders.

Under what registration statement is the Genelux (GNLX) offering being made?

The offering is being made pursuant to Genelux’s effective shelf registration statement on Form S-3, File No. 333-276847, together with an accompanying prospectus and prospectus supplement.