GENELUX Corp

Unregistered Sales of Equity Securities

Warrants

On January 25, 2023, in connection with our IPO, certain warrants issued prior to the IPO were adjusted in accordance with a one for three pre-IPO reverse stock split, enabling the holders to purchase up to an aggregate of 110,975 shares of our Common Stock at an exercise price of $9.00 per share and 3,809 shares of our Common Stock at an exercise price of $10.50 per share (collectively, the “Warrants”). During the first quarter of 2024, holders of the Warrants with an exercise price of $9.00 per share exercised their Warrants for an aggregate of 76,487 shares with the remaining 34,488 Warrants expiring. The Warrants issued with an exercise price of $10.50 per share all expired during the first quarter of 2024.

Use of Proceeds

On January 25, 2023, our Registration Statement on Form S-1, as amended (File No. 333-265828) was declared effective in connection with the IPO of our common stock, pursuant to which we registered an aggregate of 2,500,000 shares of our common stock, of which we sold 2,653,000 shares, including the partial exercise of the underwriters’ option to purchase additional shares, at a price to the public of $6.00 per share, for aggregate gross proceeds of $15.9 million. The offering closed on January 30, 2023. The underwriting discounts and commissions for the IPO totaled approximately $1.4 million. We incurred additional costs of approximately $1.9 million in offering expenses, which when added to the underwriting discounts and commissions paid by us, amounts to total fees and costs of approximately $3.3 million. Thus, estimated net offering proceeds to us, after deducting underwriting discounts, commissions and offering expenses, were approximately $12.6 million, including the partial exercise of the underwriters’ overallotment option. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10 percent or more of any class of our equity securities or to any other affiliates. The Benchmark Company, LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as joint book-running managers for the IPO.

As of March 31, 2024, we have used all of the net proceeds from our IPO, primarily to satisfy outstanding accounts payable and working capital. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the final prospectus that forms a part of the Registration Statement filed by us with the SEC pursuant to Rule 424(b) on January 26, 2023.