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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): March 19, 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 1.01
Entry into a Material Definitive Agreement.
On
March 19, 2026, Genelux Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with
TD Securities (USA) LLC (“TD Cowen”), pursuant to which the Company may, from time to time, offer and sell shares of the
Company’s common stock, par value $0.001 per share (the “Placement Shares”), having an aggregate offering price
of up to $100,000,000, through TD Cowen, acting as the Company’s sales agent and/or principal.
The
Placement Shares will be offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-276847) (the
“Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on
February 2, 2024 and declared effective on February 13, 2024, the base prospectus contained within the Registration Statement,
and a prospectus supplement to be filed with the SEC on March 19, 2026 in connection with the offer and sale of the Placement
Shares pursuant to the Sales Agreement. The Placement Shares may only be offered and sold by means of a prospectus, including a prospectus
supplement, forming part of the effective Registration Statement.
The
Company is not obligated to make any sales under the Sales Agreement and may at any time suspend sale of the Placement Shares under the
Sales Agreement. Any sales of Placement Shares may be made in sales deemed to be negotiated transactions, including block trades or block
sales, or by any method permitted by law to be deemed an “at the market offering” as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made through The Nasdaq
Capital Market or on any other trading market for the Company’s common stock, or by any other method permitted by law. The
Company intends to use the net proceeds of the offering for general corporate purposes, which may include research and development expenses,
clinical trial expenses, capital expenditures and working capital.
TD
Cowen will act as sales agent and/or principal and will use commercially reasonable efforts consistent with its normal trading and sales
practices to place all of the Placement Shares requested to be sold by the Company, on mutually agreed terms between the Company and
TD Cowen. The Company will pay TD Cowen compensation for sales of Placement Shares sold pursuant to the Sales Agreement in an
amount equal to up to 3.0% of the gross proceeds of any Placement Shares sold thereunder. In addition, the Company has agreed
to pay certain expenses incurred by TD Cowen in connection with the offering. The Company has also provided TD Cowen with customary representations,
warranties, covenants, and indemnification rights. Both parties have the right to terminate the Sales Agreement upon written notice to
the other party as specified in the Sales Agreement.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full
Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The
legal opinion of Cooley LLP relating to the Placement Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to
this Current Report on Form 8-K.
This
Current Report on Form 8-K does not constitute an offer to sell the Placement Shares or a solicitation of an offer to buy the Placement
Shares, nor shall there be any sale of the Placement Shares in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 1.1 |
|
Sales Agreement, dated as of March 19, 2026, by and between Genelux Corporation and TD Securities (USA) LLC. |
| |
|
|
| 5.1 |
|
Opinion of Cooley LLP |
| |
|
|
| 23.1 |
|
Consent of Cooley LLP (included in Exhibit 5.1) |
| |
|
|
| 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:
March 19, 2026 |
By: |
/s/
Thomas Zindrick, J.D. |
| |
|
Thomas
Zindrick, J.D.
President
and Chief Executive Officer |
