UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~December 2730, 2025

Genelux Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41599

77-0583529

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2625 Townsgate Road, Suite 230

Westlake Village, California

91361

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (805) 267-9889

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		GNLX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture ~~September 1, 2025 (the “Effective Date”), the Board~~ of ~~Directors~~Principal ~~(the~~Officer ~~“Board”)~~or ofNamed ~~Genelux~~Executive Corporation (the “Company”) approved a reduction in the exercise prices of certain outstanding options to purchase shares of the Company’s common stock (the “Common Stock”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), 2019 Equity Incentive Plan (the “2019 Plan”) and 2009 Equity Incentive Plan (the “2009 Plan” and together with the 2022 Plan and 2019 Plan, the “Plans”) that had exercise prices greater than $5.00 per share as of the Effective Date (the “Eligible Options”). The exercise price for Eligible Options was reduced to $3.33 per share, the closing price of the Common Stock on the Effective Date.Officer

~~Eligible~~On ~~Options~~December ~~include~~30, ~~options~~2025, ~~granted~~Paul ~~pursuant~~Scigalla, toM.D. ~~the~~resigned ~~Plans that are held by employees~~ as ofChief ~~the~~Medical ~~Effective~~Officer ~~Date. No reduction in exercise price was made to options held by non-employee directors~~ of ~~the~~Genelux ~~Board~~Corporation ~~or options granted under~~ (the “Company~~’s 2023 Inducement Plan. No other terms of Eligible Options were modified~~”), ~~and the options will continue to vest according to their original vesting schedules and~~ ~~will~~effective ~~retain their original expiration dates~~immediately.

~~The~~Appointment ~~following~~of ~~options~~Jason ~~held~~Litten, byM.D. ~~the~~as ~~Company’s~~Chief ~~executive~~Medical ~~officers were included in the reduction of exercise price:~~Officer

Name and Title	Number of Option Shares	Exercise Price Range of Option Shares Prior to Reduction
Joseph Cappello, Chief Technical Officer	174,999	$6.00 - $22.40
Ralph Smalling, Head of Regulatory	8,333	$6.00
Tony Yu, Senior VP, Clinical Development	272,652	$6.00 - $22.40
Thomas Zindrick, President and CEO	1,355,940	$6.00 - $22.40

On January 2, 2026, the Company announced the appointment of Jason Litten, M.D. as the Company’s Chief Medical Officer, effective as of January 2, 2026 (the “Effective Date”).

~~After~~Dr. ~~multiple~~Litten, ~~discussions~~52, ~~careful~~most ~~consideration~~recently ofserved ~~various~~as ~~alternatives~~the ~~and~~Chief aMedical ~~review~~Officer of ~~other~~Chimeric ~~applicable factors~~Therapeutics, ~~including~~Ltd. ~~the~~since ~~recommendation of~~July ~~the~~2022. ~~Compensation~~Dr. ~~Committee~~Litten ofis ~~the~~an ~~Board~~expert in ~~and~~clinical oncology with ~~the~~experience ~~advice~~developing ofnumerous ~~the~~therapeutics ~~Board’s~~modalities. ~~independent~~Dr. ~~compensation~~Litten ~~consultant,~~notably ~~the~~developed ~~Board~~some ~~determined that~~of the ~~reduction~~first CAR-T, inTCR ~~exercise~~and ~~prices~~NK ~~for~~cell ~~Eligible~~clinical ~~Options~~programs, ~~which~~as iswell ~~permitted~~as ~~under~~leading the ~~terms~~clinical and preclinical development of ~~the~~numerous ~~Plans~~therapeutic bymonoclonal antibodies ~~approval~~and oforally ~~the~~available ~~Board~~cancer medicines. From August 2019 to March 2022, ~~was~~ inDr. Litten served as the ~~best~~Chief ~~interests~~Medical ofOfficer ~~the~~at ~~Company~~Artiva Biotherapeutics, Inc. where he built and ~~its~~led ~~stockholders~~Artiva’s clinical and ~~provides~~regulatory anfunctions. ~~effective~~During ~~means~~his oftime ~~retaining~~at Artiva, Dr. Litten contributed to launching two clinical NK cell therapy programs, raising over $200 million in private financing and ~~incentivizing~~establishing ~~the~~two ~~Company’s~~foundational ~~employees~~corporate aspartnerships. ofFrom ~~the~~January ~~Effective~~2019 ~~Date~~to ~~while~~June ~~preserving~~2019, ~~cash~~Dr. ~~resources~~Litten ~~and~~served ~~without~~as ~~incurring~~Chief ~~stock~~Medical ~~dilution~~Officer ~~from~~at ~~significant~~Optera ~~additional~~Therapeutics ~~equity~~Corp., and ~~grants~~from September 2016 to May 2018, Dr. ~~The~~Litten ~~total~~was ~~number~~the Vice President of ~~shares~~Clinical ~~underlying~~Development ~~all~~overseeing ~~Eligible~~solid ~~Options~~tumor isprograms ~~approximately~~at 2Juno Therapeutics,~~715~~ Inc. Before Juno,~~583~~ he was Vice President of Clinical Development at Clovis Oncology, Inc. ~~The~~Dr. ~~Eligible~~Litten ~~Options~~started ~~previously~~his ~~had~~industry ~~exercise~~career in Oncology ~~prices~~Clinical ~~ranging~~Development at Amgen Inc. Dr. Litten holds a B.S. in Finance and Economics from $6Cornell University and M.00D. tofrom ~~$22~~Emory University.40 After ~~per~~medical ~~share~~school, he completed a Residency in General Pediatrics at University of Miami and a Clinical Fellowship in Pediatric Hematology & Oncology at UT Southwestern Medical Center at Dallas.

5Pursuant to the terms of Dr.07 Litten’s employment agreement (the “Litten Employment Agreement”), effective as of ~~Submission~~the Effective Date, Dr. Litten will receive a base salary of ~~Matters~~$475,000 per year and be eligible for an annual discretionary bonus with a target amount of up to 40% of his then-current base salary based on the achievement of certain performance goals determined by the Board of Directors of the Company. Dr. Litten has been granted an option to purchase 275,000 shares of common stock of the Company with a ~~Vote~~per share exercise price equal to the closing price of ~~Security~~the ~~Holders~~common stock on the date of grant (the “Option”). The shares subject to the Option will vest over four years of continuous service to the Company, with 25% of the shares subject to the Option vesting on the first-year anniversary of the Effective Date, and the remaining shares vesting in equal monthly installments over the subsequent 36 months of continuous service thereafter. In the event of a change in control of the Company, and subject to Dr. Litten’s continuous service through such change in control, 100% of the shares subject to the unvested portion of the Option will accelerate and vest in full.

OnDr. ~~August~~Litten ~~27,~~will ~~2025,~~be entitled to receive severance benefits in the event his employment is terminated by the Company ~~held~~without ~~its~~cause ~~2025~~or ~~Annual~~if ~~Meeting~~he resigns offor ~~Stockholders~~good reason (~~the~~an “~~Annual~~Involuntary ~~Meeting~~Termination”), provided he remains in compliance with the terms of the Litten Employment Agreement. AsIn the event of ~~June~~an ~~30,~~Involuntary ~~2025,~~ Termination that does not occur within the ~~record~~period ~~date~~commencing ~~for~~three months prior to a change in control of the ~~Annual~~Company ~~Meeting~~and ending 18 months following a change in control (the “~~Record~~Change ~~Date~~in Control Period”), Dr. 37Litten will receive (i) severance equal to six months of his base salary in effect as of his separation date,~~760~~ subject to standard payroll deductions and withholdings,~~843~~ ~~shares~~to be paid in equal installments beginning on the first regularly-scheduled payroll date following his separation date plus in the event of a termination by the Company’s ~~Common~~without ~~Stock~~cause, his full target annual bonus for the calendar year ~~were~~in ~~outstanding~~which such separation occurs, and ~~entitled~~(ii) up to ~~vote~~12 atmonths of COBRA group health insurance continuation. In the ~~Annual~~event ~~Meeting~~of an Involuntary Termination that occurs during the Change in Control Period, Dr. ALitten ~~summary~~will receive (i) severance to be paid in a lump sum equal to 12 months of his base salary in effect as of his separation date, subject to standard payroll deductions and withholdings, plus his full target bonus for the ~~matters~~calendar ~~voted~~year in which such separation occurs and (ii) up to 12 months of COBRA group health insurance continuation. The foregoing severance benefits are conditioned upon Dr. Litten signing and not revoking a separation agreement and release of claims by ~~stockholders~~no atlater than the ~~Annual~~60th ~~Meeting is~~day ~~set~~after ~~forth~~the ~~below~~employment termination.

ADr. ~~total~~Litten ofhas ~~26,704,149~~entered ~~shares~~into of the Company’s ~~Common~~standard ~~Stock~~form ~~were~~of ~~present~~indemnification ~~at the Annual Meeting in person~~agreement, bya ~~virtual~~form ~~attendance~~of ~~or by~~which ~~proxy,~~is ~~which~~filed ~~represents~~as ~~approximately~~Exhibit 7010.~~72%~~1 ofto ~~the~~this Current ~~shares~~Report ofon ~~the~~Form ~~Company’s Common Stock outstanding as of the Record Date~~8-K.

~~Proposal~~The 1selection of Dr. ~~Election~~Litten to serve as the Company’s Chief Medical Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Dr. Litten and any director or executive officer of ~~Directors~~the Company. Dr. Litten does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The ~~Company’s~~foregoing ~~stockholders~~description ~~elected~~of the ~~persons~~Litten ~~listed~~Employment ~~below~~Agreement asis ~~the~~not ~~Class~~complete ~~III~~and ~~Directors,~~is subject to ~~serve~~and ~~until~~qualified ~~the~~in ~~Company’s~~its ~~2028~~entirety ~~Annual~~by reference ~~Meeting~~to the complete text of ~~Stockholders~~the ~~and~~Litten ~~until~~Employment ~~their~~Agreement, ~~successors~~a ~~are~~copy ~~duly~~of ~~elected~~which ~~and~~the ~~qualified~~Company orintends ~~until~~to ~~their~~file ~~earlier~~with ~~death,~~the ~~resignation~~SEC oras ~~removal.~~an exhibit to the ~~The~~Company’s ~~final~~Annual ~~voting~~Report ~~results~~on ~~are~~Form as10-K ~~follows:~~for the year ended December 31, 2025.

Name	Votes For	Votes Withheld	Broker Non-Votes
Thomas Zindrick	13,677,099	69,624	12,957,426
James Tyree	12,485,839	1,260,885	12,957,425

Item 9.01 Financial Statements and Exhibits.

~~Proposal~~(d) 2Exhibits. ~~Ratification of the Selection of Independent Registered Public Accounting Firm.~~

The Company’s stockholders ratified the selection of Weinberg & Company, P.A. by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Exhibit No.		Description
10.1		Form of Indemnification Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,664,455		609,586		430,107		0

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: September 3, 2025	By:	/s/ Thomas Zindrick, J.D.
Date: January 2, 2026	By:	/s/ Thomas Zindrick
		Thomas Zindrick, J.D. President and Chief Executive Officer

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