Genelux (GNLX) reprices 2.7M employee options and confirms 2025 director, auditor votes

Rhea-AI Filing Summary

Genelux Corporation reduced the exercise prices of certain employee stock options to $3.33 per share, matching the closing price of its common stock on September 1, 2025. The change applies to approximately 2,715,583 option shares under its 2009, 2019 and 2022 equity incentive plans that previously had exercise prices between $6.00 and $22.40 per share. Executive officers affected include President and CEO Thomas Zindrick with 1,355,940 option shares repriced, Senior VP Clinical Development Tony Yu with 272,652, Chief Technical Officer Joseph Cappello with 174,999, and Head of Regulatory Ralph Smalling with 8,333. Options held by non-employee directors and those granted under the 2023 Inducement Plan were not changed, and all modified options keep their original vesting schedules and expiration dates.

The Board concluded that this repricing, permitted under the plans, supports employee retention and incentives while preserving cash and avoiding stock dilution from large new equity grants. At the 2025 Annual Meeting of Stockholders, held August 27, 2025, stockholders elected Class III directors Thomas Zindrick and James Tyree, with 13,677,099 and 12,485,839 votes for, respectively. Stockholders also ratified Weinberg & Company, P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 25,664,455 votes for, 609,586 against and 430,107 abstentions. Meeting attendance was 26,704,149 shares, representing 70.72% of shares outstanding as of the June 30, 2025 record date.

Insights

Equity compensation and governance analyst

Genelux reprices a large block of employee stock options to at-the-money levels while keeping plan share counts and vesting intact.

The company’s Board approved resetting exercise prices of approximately 2,715,583 employee stock option shares to $3.33 per share, the common stock’s closing price on September 1, 2025. These options, under the 2009, 2019 and 2022 plans, previously carried exercise prices between $6.00 and $22.40, making them less likely to be exercised. Executive participants include President and CEO Thomas Zindrick (1,355,940 shares), Senior VP Clinical Development Tony Yu (272,652), Chief Technical Officer Joseph Cappello (174,999) and Head of Regulatory Ralph Smalling (8,333).

The Board, following a Compensation Committee recommendation and advice from an independent compensation consultant, states that the repricing is intended to retain and motivate employees while preserving cash and avoiding stock dilution from “significant additional equity grants.” No new shares are issued and existing vesting schedules and expiration dates remain unchanged, though the options now have greater intrinsic value potential for holders. Options held by non-employee directors and those under the 2023 Inducement Plan are excluded, which narrows the benefit to employees.

From a governance standpoint, option repricings can draw scrutiny because they improve the economics for insiders without direct shareholder approval, even when plan terms permit it. Here, shareholders were concurrently asked to vote on director elections and auditor ratification at the August 27, 2025 Annual Meeting, where both Class III directors and Weinberg & Company, P.A. as auditor received solid support. Future company disclosures may provide more detail on how this change affects realized executive compensation as options are exercised over time.

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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): 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Genelux Corporation (the “Company”) approved a reduction in the exercise prices of certain outstanding options to purchase shares of the Company’s common stock (the “Common Stock”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), 2019 Equity Incentive Plan (the “2019 Plan”) and 2009 Equity Incentive Plan (the “2009 Plan” and together with the 2022 Plan and 2019 Plan, the “Plans”) that had exercise prices greater than $5.00 per share as of the Effective Date (the “Eligible Options”). The exercise price for Eligible Options was reduced to $3.33 per share, the closing price of the Common Stock on the Effective Date.

Eligible Options include options granted pursuant to the Plans that are held by employees as of the Effective Date. No reduction in exercise price was made to options held by non-employee directors of the Board or options granted under the Company’s 2023 Inducement Plan. No other terms of Eligible Options were modified, and the options will continue to vest according to their original vesting schedules and will retain their original expiration dates.

The following options held by the Company’s executive officers were included in the reduction of exercise price:

Name and Title		Number of Option Shares		Exercise Price Range of Option Shares Prior to Reduction
Joseph Cappello, Chief Technical Officer		174,999		$6.00 - $22.40
Ralph Smalling, Head of Regulatory		8,333		$6.00
Tony Yu, Senior VP, Clinical Development		272,652		$6.00 - $22.40
Thomas Zindrick, President and CEO		1,355,940		$6.00 - $22.40

After multiple discussions, careful consideration of various alternatives and a review of other applicable factors, including the recommendation of the Compensation Committee of the Board and with the advice of the Board’s independent compensation consultant, the Board determined that the reduction in exercise prices for Eligible Options, which is permitted under the terms of the Plans by approval of the Board, was in the best interests of the Company and its stockholders and provides an effective means of retaining and incentivizing the Company’s employees as of the Effective Date while preserving cash resources and without incurring stock dilution from significant additional equity grants. The total number of shares underlying all Eligible Options is approximately 2,715,583. The Eligible Options previously had exercise prices ranging from $6.00 to $22.40 per share.

5.07 Submission of Matters to a Vote of Security Holders.

On August 27, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of June 30, 2025, the record date for the Annual Meeting (the “Record Date”), 37,760,843 shares of the Company’s Common Stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

A total of 26,704,149 shares of the Company’s Common Stock were present at the Annual Meeting in person, by virtual attendance or by proxy, which represents approximately 70.72% of the shares of the Company’s Common Stock outstanding as of the Record Date.

Proposal 1. Election of Directors.

The Company’s stockholders elected the persons listed below as the Class III Directors, to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
Thomas Zindrick		13,677,099		69,624		12,957,426
James Tyree		12,485,839		1,260,885		12,957,425

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of Weinberg & Company, P.A. by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,664,455		609,586		430,107		0

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: September 3, 2025	By:	/s/ Thomas Zindrick, J.D.
		Thomas Zindrick, J.D. President and Chief Executive Officer

FAQ

What change did Genelux (GNLX) make to employee stock options?

Genelux reduced the exercise prices of certain outstanding employee stock options issued under its 2009, 2019 and 2022 equity incentive plans to $3.33 per share, the closing price of its common stock on September 1, 2025.

How many Genelux stock options were repriced and what were the prior exercise ranges?

The repricing covers options for approximately 2,715,583 shares that previously had exercise prices ranging from $6.00 to $22.40 per share.

Which Genelux executives had options included in the repricing?

Repriced options include 1,355,940 shares for President and CEO Thomas Zindrick, 272,652 for Senior VP Clinical Development Tony Yu, 174,999 for Chief Technical Officer Joseph Cappello, and 8,333 for Head of Regulatory Ralph Smalling.

Were all Genelux stock options affected by the new exercise price?

No. The reduced $3.33 exercise price applies only to Eligible Options held by employees with prior exercise prices above $5.00. Options held by non-employee directors and options granted under the 2023 Inducement Plan were not changed.

Did the repricing change vesting schedules or expiration dates for Genelux options?

No. Genelux stated that no other terms of the Eligible Options were modified, so they continue to vest under their original schedules and keep their original expiration dates.

What were the results of Genelux’s 2025 Annual Meeting of Stockholders?

At the 2025 Annual Meeting, stockholders elected Class III directors Thomas Zindrick and James Tyree and ratified Weinberg & Company, P.A. as independent registered public accounting firm for the year ending December 31, 2025.

What was Genelux’s shareholder turnout and voting power at the 2025 Annual Meeting?

As of the June 30, 2025 record date, 37,760,843 shares were outstanding and entitled to vote. At the meeting, 26,704,149 shares were present, representing approximately 70.72% of shares outstanding.