[Form 4] Genelux Corporation Insider Trading Activity

Rhea-AI Filing Summary

Genelux Corporation (GNLX) insider reported changes to outstanding stock options held by President and CEO Thomas Zindrick. On 09/01/2025 the exercise prices of multiple option grants were reduced to $3.33 per share, the companys common stock price on that date. The filing shows corresponding dispositions of the original higher-priced options and contemporaneous grants at the lower exercise price across option series exercisable through 2033. The filing states there was no change to expiration dates or vesting schedules and that affected awards are fully vested where noted. The report is signed by Mr. Zindrick on 09/03/2025.

Positive

• Exercise prices reduced to market price ($3.33) on 09/01/2025, eliminating underwater strike prices for the reporting person
• No change to expiration dates or vesting schedules, preserving original timing and alignment of incentives
• Some options are fully vested, clarifying exercisability for portions of the awards

Negative

• One-time option repricing transfers value to option holder(s) and can be dilutive to existing shareholders
• Form 4 lacks disclosure of board authorization or rationale for the repricing, limiting governance transparency
• Potential future compensation expense and dilution depending on exercise behavior and accounting treatment

Insights

Corporate Governance Expert

TL;DR: Option repricing to market price benefits insider and raises governance and dilution concerns.

This Form 4 discloses a one-time reduction of multiple executive option exercise prices to the common stock market price on 09/01/2025. While the filing clarifies that vesting and expirations were unchanged, repricing historically transfers value to option holders and can be dilutive to existing shareholders. From a governance perspective, material option repricings warrant clear board rationale and disclosure of authorization process; the Form 4 itself does not include that context. The move may indicate prior grants are substantially underwater relative to current market levels.

Securities Analyst

TL;DR: Insider received replacement options priced at $3.33; impact on financials depends on eventual exercise and dilution magnitude.

The report shows conversion of higher-priced vested options into equivalent awards with a new $3.33 exercise price across multiple option series totaling 1,561,940 underlying shares reported (sum of listed amounts). Expiration dates remain through 2033 and vesting schedules were unchanged. For investors, immediate cashflow effects are nil, but potential future dilution and compensation expense recognition depend on grant accounting and whether the repricings were treated as modification events under applicable accounting rules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zindrick Thomas

(Last) (First) (Middle)

C/O GENELUX CORPORATION

2625 TOWNSGATE ROAD, SUITE 230

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENELUX Corp [ GNLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6	09/01/2025		D			925,000	(1)	09/18/2027	Common stock	925,000	(2)	0	D
Stock Option (Right to Buy)	$3.33	09/01/2025		A		925,000		(1)	09/18/2027	Common stock	925,000	(2)	925,000	D
Stock Option (Right to Buy)	$6	09/01/2025		D			157,372	(1)	03/22/2030	Common stock	157,372	(2)	0	D
Stock Option (Right to Buy)	$3.33	09/01/2025		A		157,372		(1)	03/22/2030	Common stock	157,372	(2)	157,372	D
Stock Option (Right to Buy)	$6	09/01/2025		D			23,568	(1)	09/23/2030	Common stock	23,568	(2)	0	D
Stock Option (Right to Buy)	$3.33	09/01/2025		A		23,568		(1)	09/23/2030	Common stock	23,568	(2)	23,568	D
Stock Option (Right to Buy)	$22.4	09/01/2025		D			250,000	(3)	09/10/2033	Common stock	250,000	(2)	0	D
Stock Option (Right to Buy)	$3.33	09/01/2025		A		250,000		(3)	09/10/2033	Common stock	250,000	(2)	250,000	D

Explanation of Responses:

1. The shares subject to these options are fully vested.

2. The transactions reported herein reflect a one-time reduction of the exercise prices of these stock options, effective September 1, 2025, to an exercise price of $3.33 per share, the price of the Issuer's common stock on September 1, 2025. There is no change to the expiration dates or the vesting schedule of the stock options.

3. The shares subject to the option vest as follows: 25% on September 11, 2024, and the remaining shares vest in 36 equal monthly installments thereafter.

	/s/ Thomas Zindrick	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did GNLX insider Thomas Zindrick report on Form 4?

He reported a one-time reduction of multiple stock option exercise prices to $3.33 per share, effective 09/01/2025, with no change to vesting or expiration dates.

How many option shares were affected by the repricing?

The filing lists option amounts of 925,000; 157,372; 23,568; and 250,000 for a combined total of 1,356, (see filing) and the detailed entries reflect 1,561,940 underlying shares across the listed grants.

Were vesting schedules or expirations changed by the repricing?

No. The filing explicitly states there was no change to expiration dates or the vesting schedule for the affected options.

When did the repricing become effective and when was the Form 4 signed?

The repricing became effective 09/01/2025 and the Form 4 was signed by Thomas Zindrick on 09/03/2025.

Does the Form 4 explain why the exercise prices were reduced?

No. The Form 4 states the price change and mechanics but does not provide board rationale or details on authorization.