UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

GENELUX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-41599

77-0583529

(State or other jurisdiction of

incorporation or organization)

Commission

File Number

(IRS Employee

Identification No.)

2625 Townsgate Road, Suite 230, Westlake Village, California 91361

(Address of Principal Executive Offices)

(805) 267-9889

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class registered:

Trading symbol:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

GNLX

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer ☐	Non-Accelerated Filer ☒
Accelerated Filer ☐	Smaller Reporting Company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of shares issued and outstanding of each of the issuer’s classes of common equity as of October 30, 2025 was 38,051,771.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Forward-looking statements contained in this Quarterly Report include statements regarding:

	●	the timing, progress and results of clinical studies for our product candidates, including the development of our only product candidate, Olvi-Vec;
	●	the timing, scope and likelihood of regulatory filings and approvals, including final regulatory approval of our product candidates;
	●	the potential benefits and market opportunity for our product candidates and CHOICE platform;
	●	expectations regarding the size, scope and design of clinical studies;
	●	our manufacturing, commercialization, and marketing plans and strategies;
	●	our plans to hire additional personnel and our ability to attract and retain such personnel;
	●	our estimates of the number of patients who suffer from the diseases we are targeting and potential growth in our target markets;
	●	our expectations regarding the approval and use of our product candidates;
	●	our competitive position and the development and impact of competing therapies that are or may become available;
	●	expectations regarding future events under collaboration and licensing agreements, including potential future payments, as well as our plans and strategies for entering into further collaboration and licensing agreements;
	●	our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;
	●	the rate and degree of market acceptance and clinical utility of product candidates we may develop;
	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
	●	our future financial performance;
	●	the period over which we estimate our existing cash, cash equivalents, restricted cash and investments will be sufficient to fund our future operations;
	●	our expected use of net proceeds from our financing transactions;
	●	the impact of laws and regulations;

SEC Form 10-Q filed by Genelux Corporation