As
filed with the Securities and Exchange Commission on August 7, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENELUX
CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
77-0583529 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
2625
Townsgate Road, Suite 230
Westlake
Village, California 91361 |
|
91361 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Genelux
Corporation 2023 Inducement Plan
(Full
title of the plan)
Thomas
Zindrick, J.D.
President
and Chief Executive Officer
Genelux
Corporation
2625
Townsgate Road, Suite 230
Westlake
Village, California 91361
(805)
267-9889
(Name,
address, and telephone number, including area code, of agent for service)
Copies
to:
Jason
L. Kent
Christine
S. Kim
Cooley
LLP
10265
Science Center Drive
San
Diego, California 92121
(858)
550-6000
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
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|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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|
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|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an
additional 1,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), reserved and available
for issuance under the 2023 Inducement Plan (the “Inducement Plan”) of Genelux Corporation (the “Registrant”).
Pursuant
to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the registration statement
on Form S-8 relating to the Inducement Plan filed by the Registrant with the Securities and Exchange Commission (the “Commission”)
on November 14, 2023 (File No. 333-275555).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities
Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act, and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and
shall be deemed to be a part of, this Registration Statement:
| (a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 28, 2025 (as amended on April 29, 2025), which contains audited financial statements for the Registrant’s latest fiscal year for
which such statements have been filed; |
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|
| (b)
|
The
Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2025 and June 30, 2025, filed with the Commission on May 6, 2025 and August 7, 2025, respectively; |
| |
|
| (c) |
The
Registrant’s Current Reports on Form 8-K filed with the Commission on February 3, 2025,
March 25, 2025 and March 25, 2025 (other than the portions thereof which are furnished and
not filed); and |
| |
|
| (d) |
The
description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with
the Commission on January 23, 2023 (File No. 001-41599) under Section 12(b) of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description, including Exhibit 4.16 of the Registrant’s Annual Report on Form 10-K,
filed with the Commission on March 28, 2025. |
All
documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished
and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item
8. Exhibits.
The
exhibits to this Registration Statement are listed below:
Exhibit
Number |
|
Description |
| |
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| 4.1 |
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the Commission on January 30, 2023). |
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| 4.2 |
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the Commission on January 30, 2023). |
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|
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| 4.3 |
|
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on August 29, 2022). |
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| 4.4 |
|
Investors’ Rights Agreement, by and among the Registrant and AbbVie, Inc. and Aladar Szalay, Ph.D., dated January 2010 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). |
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| 4.5 |
|
Form of Warrant to Purchase Common Stock issued to WDC Fund I, dated September 2020 (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). |
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|
|
| 4.6 |
|
Form of Umbrella Agreement Regarding Family Investments (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). |
| |
|
|
| 4.7 |
|
Form of Convertible Note Purchase Agreement under the Umbrella Agreement (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-265828), filed with the Commission on June 24, 2022). |
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| 4.8 |
|
Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the Commission on January 30, 2023). |
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|
|
| 4.9 |
|
Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on May 15, 2023). |
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|
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| 4.10 |
|
Letter Agreement Amending the Umbrella Agreements, by and among the Registrant and Existing Noteholders dated April 4, 2023 (incorporated by reference to Exhibit 4.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on May 15, 2023). |
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| 4.11 |
|
Form of Warrant to Purchase Common Stock issued on July 28, 2023 in connection with Converted Convertible Notes Payable (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on August 14, 2023). |
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|
|
4.12 |
|
Form
of Warrant to Purchase Common Stock issued on August 1, 2023 in connection with Converted Convertible Notes Payable. (incorporated by
reference to Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the SEC on August 14,
2023). |
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|
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| 4.13 |
|
Form of Indenture (incorporated by reference to Exhibit 4.14 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the Commission on February 2, 2024. |
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4.14 |
|
Form of Common Stock Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.17 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the Commission on February 2, 2024. |
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|
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| 4.15 |
|
Form of Preferred Stock Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.18 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the Commission on February 2, 2024). |
| 4.16 |
|
Form of Debt Securities Warrant Agreement and Warrant Certificate (incorporated by reference to Exhibit 4.19 to the Registrant’s Registration Statement on Form S-3 (File No. 333-276847), filed with the Commission on February 2, 2024). |
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| 4.17 |
|
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41599), filed with the Commission on May 24, 2024). |
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| 5.1* |
|
Opinion of Cooley LLP. |
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| 23.1* |
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Consent of Weinberg & Company, P.A., independent registered public accounting firm. |
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| 23.2* |
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Consent of Cooley LLP (included in Exhibit 5.1). |
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| 24.1* |
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Power of Attorney (included on the signature page hereto). |
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| 99.1 |
|
Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on November 14, 2023). |
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| 99.2 |
|
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for Executive Officers under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on November 14, 2023). |
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| 99.3 |
|
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for Non-Executives under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on November 14, 2023). |
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| 99.4 |
|
Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Executive Officers under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on November 14, 2023). |
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| 99.5 |
|
Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Non-Executives under the Genelux Corporation 2023 Inducement Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41599), filed with the Commission on November 14, 2023). |
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| 107* |
|
Filing Fee Table. |
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Westlake Village, State of California, on August 7, 2025.
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GENELUX
CORPORATION |
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By: |
/s/
Thomas Zindrick, J.D. |
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|
Thomas
Zindrick, J.D. |
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|
President
and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas
Zindrick, J.D. and Matthew Pulisic as his or her true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this
registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
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/s/
Thomas Zindrick, J.D.
|
|
President,
Chief Executive Officer and Chairman of the Board
|
|
August
7, 2025 |
| Thomas
Zindrick, J.D. |
|
(Principal
Executive Officer) |
|
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/s/
Matthew Pulisic
|
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Chief
Financial Officer
|
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August
7, 2025 |
| Matthew
Pulisic |
|
(Principal
Financial and Accounting Officer) |
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/s/
Mary Mirabelli
|
|
Director |
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August
7, 2025 |
| Mary
Mirabelli |
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/s/
John Smither |
|
Director |
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August
7, 2025 |
| John
Smither |
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/s/
James L. Tyree
|
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Director |
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August
7, 2025 |
| James
L. Tyree |
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/s/
John Thomas, Ph.D.
|
|
Director |
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August
7, 2025 |
| John
Thomas, Ph.D. |
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