Genelux (GNLX) issues RSUs and ten‑year option to director totaling 50,859 shares

Rhea-AI Filing Summary

Genelux Corporation director Mary Mirabelli received equity awards on 08/27/2025 consisting of 22,283 restricted stock units and a stock option for 28,576 shares. The RSUs convert to one share each upon vesting and will vest on the earlier of the one-year anniversary of grant or the company’s next annual meeting. The option has a $3.64 exercise price and expires 08/26/2035; the option shares vest on the same schedule as the RSUs.

After these grants Mirabelli beneficially owns 73,284 shares of common stock and 28,576 option shares. The awards were granted under the Issuer’s 2022 Equity Incentive Plan and appear intended as retention/compensation for a director role.

Positive

• Director compensation aligned with shareholders: awards granted as RSUs and options tie pay to future share performance
• Retention-focused vesting: vesting on the earlier of one year or next annual meeting supports near-term board continuity

Negative

• Potential near-term dilution: 22,283 RSUs and 28,576 options will increase shares outstanding if vested and exercised
• Insufficient context on scale: filing does not disclose total shares outstanding, so dilution and materiality cannot be quantified from this document

Insights

Corporate Governance Expert

TL;DR: Director awarded time‑based RSUs and an option to align incentives and retain board membership.

The grants are routine director compensation using the 2022 Equity Incentive Plan and vest on a short, one‑year or next‑meeting schedule, which is consistent with retention-focused awards rather than long‑term performance incentives. The award structure reduces immediate cash compensation needs while tying value to the company’s share price. Investors should note the accelerated/short vesting horizon increases the near-term potential outstanding share count once vested.

Securities Analyst

TL;DR: Equity grants modestly increase potential dilution but include a $3.64 strike and long option term, typical for early-stage issuers.

The option’s $3.64 exercise price and ten-year expiration provide a long window for realization, while the RSUs carry no cash exercise requirement. Combined, the awards add 50,859 potential shares subject to vesting, increasing outstanding interest if vested and settled. The disclosure does not state total shares outstanding, so the dilution percentage cannot be calculated from this filing alone.

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^*

Mirabelli Mary

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		A(1)		22,283	A	$0	73,284	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)	$3.64	08/27/2025		A		28,576		(2)	08/26/2035	Common stock	28,576	$0	28,576	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 upon the earlier of (a) the one-year anniversary of the date of grant and (b) the date of the Issuer's next annual meeting of stockholders.

2. The shares subject to the option will vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) the date of the Issuer's next annual meeting of stockholders.

	/s/ Thomas Zindrick, J.D. Attorney-in-Fact	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did GNLX director Mary Mirabelli receive on 08/27/2025?

She was granted 22,283 restricted stock units (RSUs) and a stock option for 28,576 shares under the 2022 Equity Incentive Plan.

When do the RSUs and options vest for GNLX director awards?

Both the RSUs and the option shares vest on the earlier of the one-year anniversary of grant or the date of the company’s next annual meeting of stockholders.

What is the exercise price and expiration of the GNLX option?

The stock option has an exercise price of $3.64 and an expiration date of 08/26/2035.

How many shares does Mirabelli beneficially own after the grants?

Following the reported transactions she beneficially owns 73,284 shares of common stock and 28,576 option shares.

Under what plan were the awards granted?

The awards were granted pursuant to the Issuer’s 2022 Equity Incentive Plan.