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2025-08-27
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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 |
