Genelux Form 4: Director Smither receives RSUs and long‑dated options

Rhea-AI Filing Summary

John W. Smither, a director of Genelux Corporation (GNLX), received equity awards on 08/27/2025. The Form 4 reports an acquisition of 22,283 restricted stock units (RSUs) that convert to one share each upon vesting and an acquisition of a stock option covering 28,576 shares with a $3.64 exercise price and an 08/26/2035 expiration. Both the RSUs and the option vest on the earlier of the one-year anniversary of grant or the company’s next annual meeting. After the transactions, Smither beneficially owns 74,994 shares and 28,576 option shares.

Positive

• Director received 22,283 RSUs, each converting to one share on vesting, increasing alignment with shareholders
• Received a 28,576-share option with a defined $3.64 exercise price and long-dated 2035 expiration, providing retention incentives

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity awards align interests with shareholders but are standard governance practice.

The Form 4 documents standard incentive grants to a non-employee director: 22,283 RSUs and a 28,576-share option at $3.64 per share. Vesting tied to either one-year anniversary or the next annual meeting is a common retention mechanism. These awards increase the director’s ownership stake to 74,994 shares plus option exposure, which can modestly align incentives without immediate dilution until RSUs vest or options are exercised.

Securities Analyst

TL;DR: Awards create potential future share issuance but present no current cash proceeds to the company.

The reported transactions are acquisitions (code A) of RSUs and options rather than dispositions. The option’s exercise price is specified at $3.64 and it expires on 08/26/2035. The filing signals compensation expense timing and possible future share issuance upon vesting/exercise; however, the Form 4 does not disclose grant-date fair value or immediate material financial impact.

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

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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^*

Smither John W

(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	74,994	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.
* 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).
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FAQ

What did GNLX director John W. Smither acquire on 08/27/2025?

He acquired 22,283 RSUs and a stock option for 28,576 shares with a $3.64 exercise price.

When do the RSUs and stock option vest for John W. Smither (GNLX)?

Both vest on the earlier of the one-year anniversary of grant or the date of the issuer’s next annual meeting of stockholders.

How many shares does John W. Smither beneficially own after the reported transaction?

The Form 4 lists 74,994 shares beneficially owned following the reported transactions and 28,576 option shares outstanding.

What is the expiration date of the stock option reported by GNLX Form 4?

The option expires on 08/26/2035.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Thomas Zindrick, J.D., Attorney-in-Fact on 08/29/2025.