Genelux Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On March 25, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group, a division of American Capital Partners (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten registered direct offering (the “Offering”) an aggregate of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $3.50 per share.
The gross proceeds to the Company from the Offering are expected to be $10.5 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. All of the Shares are being sold by the Company. The closing of the Offering is expected to occur on March 26, 2025, subject to the satisfaction of customary closing conditions.
The securities described above are offered and will be issued pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276847) and the related prospectus and prospectus supplement.
The Company also agreed to issue the Underwriter (and/or its affiliates, employees or designees) a warrant to purchase 120,000 Shares (the “Underwriter Warrant”). Subject to certain adjustments as provided in the Underwriter Warrant, the Underwriter Warrant will have an initial exercise price per share of $4.20 and may be exercised from the date that is 180 days after the date of the Underwriting Agreement until the five-year anniversary of the date of the Underwriting Agreement. The Underwriter may not exercise any portion of the Underwriter Warrant to the extent that immediately prior to or after giving effect to such exercise the Underwriter would own more than 4.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 9.99% upon 61 days’ notice to the Company subject to the terms of the Warrants.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The foregoing descriptions of the terms of the Underwriting Agreement and Underwriter Warrant do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and form of Underwriter Warrant filed as Exhibits 1.1 and 4.1 hereto, respectively, and incorporated herein by reference. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is filed as Exhibit 5.1 hereto.
On March 25, 2025, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is filed as Exhibit 99.1 hereto.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements about the Offering, such as the expected net proceeds and anticipated closing date. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s business are described in additional detail in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 and in the Company’s other Periodic and Current Reports filed with the U.S. Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 25, 2025, by and between Genelux Corporation and Titan Partners Group LLC, a division of American Capital Partners, LLC | |
| 4.1 | Form of Underwriter Warrant | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated March 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Genelux Corporation | ||
| Date: March 25, 2025 | By: | /s/ Thomas Zindrick, J.D. |
| Thomas Zindrick, J.D. | ||
| President and Chief Executive Officer | ||