GNLX Form 4: 10,000 RSUs granted and 8,333 options repriced on 09/01/2025

Rhea-AI Filing Summary

Genelux Corp (GNLX) reporting person Ralph Smalling received 10,000 restricted stock units that vest over time and had option activity effective 09/01/2025. The RSUs vest 25% after one year and then in 12 equal quarterly installments. An existing option for 8,333 shares with a $6.00 exercise price was replaced by an option covering 8,333 shares with a reduced exercise price of $3.33 effective 09/01/2025; vesting and expiration (09/23/2030) remain unchanged. Following the transactions, Mr. Smalling beneficially owned 70,990 shares and held 8,333 exercisable options.

Positive

• 10,000 RSUs granted under the 2022 Equity Incentive Plan with a clear vesting schedule
• Exercise price reduced to $3.33 for 8,333 options effective 09/01/2025 with no change to vesting or expiration
• Beneficial ownership reported at 70,990 shares following the reported transactions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received RSUs and had an option repriced to market, with vesting schedules preserved.

The filing discloses a compensation-related equity grant and an adjustment to an outstanding option's exercise price that aligns the strike with the market price on 09/01/2025. The RSU grant establishes time-based retention through scheduled vesting. The option adjustment did not alter expiration or vesting, indicating a mechanical repricing rather than a new grant. These actions are routine for executive compensation but are material to insider alignment with shareholder interests because they change potential future dilution timing and strike economics.

Securities Analyst

TL;DR: Director/officer adds 10,000 RSUs and holds 8,333 re-priced options; total beneficial ownership now 70,990 shares.

The report shows acquisition of 10,000 RSUs and conversion of an option position such that 8,333 options now carry a $3.33 exercise price effective 09/01/2025 with an unchanged 09/23/2030 expiration and original vesting schedule. The filing also notes a disposal/adjustment of the prior $6.00 option. The disclosed holdings and changes are specific and verifiable from the filing and are notable for modeling potential future share issuance upon vesting or exercise.

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
Estimated average burden
hours per response:			0.5

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^*

Smalling Ralph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Regulatory

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
Common Stock	09/01/2025		A(1)		10,000	A	$0	70,990	D

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			8,333	(2)	09/23/2030	Common stock	8,333	(3)	0	D
Stock Option (Right to Buy)	$3.33	09/01/2025		A		8,333		(2)	09/23/2030	Common stock	8,333	(3)	8,333	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2022 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of common Stock upon vesting. The RSUs will vest 25% on the first anniversary of the grant date, and the remaining shares will vest in 12 equal quarterly (every 3 months) installments thereafter.

2. The shares subject to the option vest as follows: 25% on the first anniversary of the date of grant, and the remaining shares shall vest in 36 equal monthly installments thereafter.

3. The transactions reported herein reflect a one-time reduction of the exercise price of the stock option, 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 date or the vesting schedule of the stock option.

	/s/ Thomas Zindrick, J.D.Attorney-in-Fact	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity did Ralph Smalling acquire in the Form 4 for GNLX?

The filing reports acquisition of 10,000 restricted stock units (RSUs) and an option adjustment resulting in 8,333 stock options with a $3.33 exercise price.

How do the RSUs vest for the GNLX Form 4 filing?

The RSUs vest 25% on the first anniversary of the grant and the remaining shares vest in 12 equal quarterly installments thereafter.

What changed about the stock option terms reported on 09/01/2025?

An option covering 8,333 shares had its exercise price reduced to $3.33 effective 09/01/2025; the expiration date 09/23/2030 and vesting schedule were unchanged.

What is Ralph Smalling's total beneficial ownership after the transactions?

The filing reports 70,990 shares beneficially owned following the reported transactions.

Were any options disposed of in this filing?

Yes, the filing shows a disposition of an option position for 8,333 shares with a $6.00 exercise price, concurrent with the effective repricing to $3.33.