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 March 31, 2026

☐ 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 Employer

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 May 3, 2026 was 44,840,416.

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 clinical-stage 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 marketable securities will be sufficient to fund our future operations;
	●	our expected use of net proceeds from our financing transactions;
	●	the impact of laws and regulations;
	●	the impact of geopolitical and macroeconomic factors; and
	●	other risks and uncertainties, including those described under Part II, Item 1A, “Risk Factors” in this Quarterly Report.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2025 (the “Annual Report”) and in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. You should, however, review the factors and risks we describe in the reports we will file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) after the date of this Quarterly Report.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report, and while we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

GENELUX CORPORATION

FORM 10-Q

MARCH 31, 2026

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION		3

Item 1.	Condensed Financial Statements	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations and Comprehensive Loss	4
	Condensed Statements of Stockholders’ Equity	5
	Condensed Statements of Cash Flows	6
	Notes to Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II— OTHER INFORMATION		26

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		29

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Genelux Corporation
Condensed Balance Sheets

(in thousands, except per share amounts)

	March 31, 2026			December 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and restricted cash	$	9,273		$	5,333
Marketable securities		16,936			9,262
Prepaid expenses and other current assets		545			535
Total current assets		26,754			15,130

Property and equipment, net		3,081			2,170
Right of use assets		2,393			1,583
Other assets		144			144
Total Assets	$	32,372		$	19,027

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,095		$	4,358
Accrued payroll and payroll taxes		861			1,440
Lease liabilities, current portion		316			427
Total current liabilities		7,272			6,225

Lease liabilities, long-term portion		2,179			1,258
Total liabilities		9,451			7,483

Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, par value $0.001, 200,000,000 shares authorized; 44,840,416 and 38,139,144 shares issued and outstanding, respectively		45			38
Treasury stock, 433,333 shares, at cost		(433	)		(433	)
Additional paid-in capital		315,780			295,468
Accumulated other comprehensive income		(5	)		9
Accumulated deficit		(292,466	)		(283,538	)
Total stockholders’ equity		22,921			11,544

Total Liabilities and Stockholders’ Equity	$	32,372		$	19,027

The accompanying notes are an integral part of these condensed financial statements.

Genelux Corporation
Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share amounts)

(unaudited)

	2026			2025
	Three Months Ended
	March 31,
	2026			2025

Revenue	$	-		$	-

Operating expenses:
Research and development		5,778			4,698
General and administrative		3,393			3,118
Total operating expenses		9,171			7,816

Operating loss		(9,171	)		(7,816	)

Other income:
Interest income		173			184
Bond accretion income		70			140
Total other income		243			324

Net loss	$	(8,928	)	$	(7,492	)

Net loss per share - basic and diluted	$	(0.20	)	$	(0.21	)

Weighted-average shares outstanding- basic and diluted		44,150,958			34,926,075

Other comprehensive loss:
Unrealized loss on marketable securities		(14	)		(35	)
Comprehensive loss	$	(8,942	)	$	(7,527	)

The accompanying notes are an integral part of these condensed financial statements.

Genelux Corporation

Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)

	Shares		Amount		Shares			Amount			Capital		Income (Loss)			Deficit			Total
	Common Stock				Treasury Stock						Additional Paid-in		Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Shares			Amount			Capital		Income (Loss)			Deficit			Total
Balance, December 31, 2025		38,139,144	$	38		(433,333	)	$	(433	)	$	295,468	$	9		$	(283,538	)	$	11,544
Stock compensation		-		-		-			-			1,394		-			-			1,394
Unrealized loss on marketable securities		-		-		-			-			-		(14	)		-			(14	)
Fair value of vested restricted stock units		29,063		-		-			-			319		-			-			319
Cost of stock option modifications and repricing		-		-		-			-			68		-			-			68
Issuance of common stock for cash		6,666,667		7		-			-			18,518		-			-			18,525
Issuance of common stock upon exercise of stock options		5,542		-		-			-			13		-			-			13
Net loss during the three months ended March 31, 2026		-		-		-			-			-		-			(8,928	)		(8,928	)
Balance, March 31, 2026		44,840,416	$	45		(433,333	)	$	(433	)	$	315,780	$	(5	)	$	(292,466	)	$	22,921

													Accumulated
											Additional		Other
	Common Stock				Treasury Stock						Paid-in		Comprehensive			Accumulated
	Shares		Amount		Shares			Amount			Capital		Income (Loss)			Deficit			Total
Balance, December 31, 2024		34,728,140	$	35		(433,333	)	$	(433	)	$	278,001	$	64		$	(251,393	)		26,274
Balance		34,728,140	$	35		(433,333	)	$	(433	)	$	278,001	$	64		$	(251,393	)		26,274
Unrealized loss on marketable securities		-		-		-			-			-		(35	)		-			(35	)
Stock compensation		-		-		-			-			1,423		-			-			1,423
Issuance of common stock for cash		3,000,000		3		-			-			9,550		-			-			9,553
Fair value of vested restricted stock units		-		-		-			-			103		-			-			103
Cost of stock option repricing		-		-		-			-			6		-			-			6
Issuance of common stock upon exercise of stock options		5,000		-		-			-			14		-			-			14
Net loss during the three months ended March 31, 2025		-		-		-			-			-		-			(7,492	)		(7,492	)
Net loss		-		-		-			-			-		-			(7,492	)		(7,492	)
Balance, March 31, 2025		37,733,140	$	38		(433,333	)	$	(433	)	$	289,097	$	29		$	(258,885	)	$	29,846
Balance		37,733,140	$	38		(433,333	)	$	(433	)	$	289,097	$	29		$	(258,885	)	$	29,846

The accompanying notes are an integral part of these condensed financial statements.

Genelux Corporation
Condensed Statements of Cash Flows

(in thousands)

(unaudited)

	2026			2025
	Three Months Ended
	March 31,
	2026			2025

Cash Flows from operating activities
Net loss	$	(8,928	)	$	(7,492	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		9			59
Net amortization of premiums and discounts on marketable securities		(70	)		(140	)
Right-of-use asset		89			80
Stock compensation		1,394			1,423
Fair value of restricted stock units		319			103
Cost of stock option modifications and repricing		68			6
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(10	)		(171	)
Accounts payable and accrued expenses		1,737			1,118
Accrued payroll and payroll taxes		(580	)		(340	)
Lease liability		(87	)		(81	)
Net cash used in operating activities		(6,059	)		(5,435	)

Cash Flows from investing activities
Purchases of property and equipment		(921	)		(30	)
Purchase of marketable securities		(14,398	)		(2,461	)
Proceeds from maturities of marketable securities		6,780			6,000
Net cash (used in) provided by investing activities		(8,539	)		3,509

Cash Flows from financing activities
Proceeds from the exercise of stock options		13			14
Proceeds from common stock issued		18,525			9,553
Net cash provided by financing activities		18,538			9,567

Net increase in cash, cash equivalents and restricted cash		3,940			7,641

Cash, cash equivalents and restricted cash
BEGINNING OF PERIOD		5,333			8,565
END OF PERIOD	$	9,273		$	16,206
Supplemental non-cash financing disclosures:
Unrealized loss on marketable securities	$	14		$	35
Remeasurement of right of use asset and lease liability upon lease extension	$	896		$	-

The accompanying notes are an integral part of these condensed financial statements.

Genelux Corporation
Notes to Condensed Financial Statements

(unaudited)

(in thousands, except share amounts and per share data)

NOTE 1 – BASIS OF PRESENTATION

Organization and Operations

Genelux Corporation (Genelux or the Company), a Delaware corporation, incorporated on September 4, 2001, is a late clinical-stage biopharmaceutical company located in Westlake Village, California. The Company is engaged in the research and development of diagnostic and therapeutic solutions for cancer for which there is no effective treatment today. The Company is focused on developing a pipeline of next-generation oncolytic immunotherapies for patients suffering from aggressive and/or difficult-to-treat tumor types.

Liquidity and Capital Resources

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has experienced recurring losses from operations since inception and incurred a net loss of $8.9 million and cash used in operations of $6.1 million during the three months ended March 31, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As of March 31, 2026, the Company had $9.3 million in cash, cash equivalents and restricted cash ($2.0 million in restricted cash) and $16.9 million in marketable securities. However, the Company does not have any committed external source of funds or other support for our development efforts, except for the license agreement (Newsoara License Agreement) the Company entered into with Newsoara BioPharma Co. Ltd, in September 2021 which was subsequently assigned to Newsoara HYK Biopharmaceuticals Co., Ltd. (Newsoara). Until the Company can generate sufficient product revenue to finance its cash requirements, which it may never do, the Company expects to finance its future cash needs through a combination of public or private equity offerings, which may include sales under an “at-the-market” offering program pursuant to the sales agreement the Company has with TD Securities (USA) LLC, debt and/or other capital sources such as milestone payments, royalties or other payments or funding from existing or potential collaborations, strategic alliances, licensing arrangements and other arrangements. Based on its research and development plans, the Company expects that its existing cash, cash equivalents, restricted cash and marketable securities will fund its planned operations into the first quarter of 2027. In addition, because the design and outcome of its anticipated and any future clinical trials are highly uncertain, the Company cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of Olvi-Vec or any future product candidates. The Company’s existing cash balance may not be sufficient to complete the development of Olvi-Vec or any other product candidate.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in case of equity financing, or require the Company to grant terms that are not favorable to the Company in future licensing agreements.

Basis of Presentation

The interim condensed financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Annual Report.

In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position as of March 31, 2026. Operating results and cash flows for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no changes to the significant accounting policies disclosed in the Annual Report.

Cash Equivalents and Restricted Cash

The Company considers all highly liquid marketable securities with original maturities of three months or less at the date of acquisition as cash equivalents. As of March 31, 2026 and December 31, 2025, cash equivalents were comprised of money market funds that totaled $5.0 million and $3.0 million, respectively.

At March 31, 2026 and December 31, 2025, there was $2.0 million restricted cash that is held as a refundable security deposit for an equipment lease (see Note 7).

Marketable Securities

The Company’s marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the Statements of Operations and Comprehensive Loss. There were no realized gains or losses during the three months ended March 31, 2026 and 2025. Bonds with maturity dates subsequent to March 31, 2027, are classified as long-term marketable securities, while bonds with maturity dates on or before March 31, 2027, are classified as short-term.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the three months ended March 31, 2026 and 2025, comprehensive loss included $14 and $35 of unrealized loss on marketable securities, net of tax, respectively.

Recent Accounting Pronouncements

In November 2024, Financial Accounting Standards Board (FASB) issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

NOTE 3 – LICENSE AGREEMENTS

In September 2021, the Company entered into the Newsoara License Agreement with Newsoara BioPharma Co. Ltd. In October 2025, Newsoara BioPharma Co. Ltd. assigned all of its rights and obligations under the Newsoara License Agreement to an affiliate, Newsoara HYK Biopharmaceuticals Co., Ltd. Pursuant to the Newsoara License Agreement, the Company granted Newsoara an exclusive license to research, develop, commercialize or exploit (i) any and all oncolytic viruses that are controlled by the Company, including Olvi-Vec but excluding V-VET1 (licensed viruses); (ii) any pharmaceutical product in final form that is comprised of or contains the licensed viruses as an active ingredient (licensed products); (iii) any virus developed by or behalf of Newsoara that (a) has a vaccinia virus backbone; (b) is not disclosed or covered by any of the Company’s patents; and (c) includes modifications (as compared to the licensed viruses) of a gene function with therapeutic intent (derived molecules); and (iv) any pharmaceutical product in final form that is comprised of or contains derived molecule as an active ingredient (derived products), in each case in mainland China, Taiwan, Hong Kong and Macau (the Newsoara Territory) in the field of human diagnostic, prophylactic and therapeutic uses (the Newsoara Field). The license granted to Newsoara is royalty bearing for licensed products and royalty free for derived products.

Under the Newsoara License Agreement, Newsoara granted the Company an exclusive and royalty bearing license to develop, commercialize, and exploit outside the Newsoara Territory any derived products developed by Newsoara. Under the terms of the Newsoara License Agreement and to date, the Company has received from Newsoara an aggregate of $11.0 million ($5.0 million as an upfront payment and $6.0 million as a milestone payment) associated with the Newsoara License Agreement. Newsoara is obligated to pay the Company additional development and commercial milestone payments up to $160.5 million in the aggregate upon the occurrence of certain development, regulatory and commercial milestones by the licensed products, and royalties on net sales of the licensed products in the mid-single-digit to mid-teens percentage range (the Newsoara Royalty). The Newsoara Royalty term, with respect to a licensed product and each region in the Newsoara Territory, is the period beginning on the date of first commercial sale of such licensed product in such region and ending on the last to occur of: (a) the expiration of the last to expire patent controlled by the Company (including any applicable patent term extension) in such region that contains either (i) an issued valid claim that covers the licensed product (including the licensed virus contained therein, and including the composition of matter and method of making and using thereof) or (ii) a pending valid claim that covers the sequence of the licensed virus contained therein; (b) the 10th anniversary of the first commercial sale of such licensed product in such region; and (c) the expiration of all regulatory exclusivity for such licensed product in such region. If the Company, at its discretion, elects to develop and commercialize outside the territory any derived product developed by Newsoara, the Company is required to make certain milestone and royalty payments to Newsoara.

Pursuant to the Newsoara License Agreement, Newsoara is required to use commercially reasonable efforts to research, develop, manufacture, and commercialize the licensed products in the Newsoara Territory in the Newsoara Field and is solely responsible for all costs and expenses incurred in connection with such activities. In addition, Newsoara is required to use commercially reasonable efforts to conduct a multi-center Phase 2 clinical trial for Olvi-Vec in NSCLC using clinical sites in the United States and China, which is the VIRO-25 clinical trial. Newsoara is generally obligated under the Newsoara License Agreement to fund the costs of the VIRO-25 clinical trial in the United States and China. In November 2023, the Company and Newsoara agreed that the Company would engage a clinical research organization (CRO) to conduct certain start-up activities for the trial in the United States only, with Newsoara to reimburse the Company for the costs and expenses. Pursuant to a letter of understanding (the LOU), in September 2025, the Company agreed with Newsoara that the CRO would conduct additional study activities beyond startup for the VIRO-25 clinical trial in the United States and Newsoara would reimburse the Company for costs and expenses related to such additional activities; however, Newsoara is permitted to defer reimbursement of the foregoing costs and expenses until the earlier of: (i) completion of its next round of financing, or (ii) December 31, 2026.

In November 2022, the Company entered into a Clinical Supply Agreement with Newsoara to manufacture and supply Olvi-Vec for Newsoara’s clinical trials in the Newsoara Territory. The Company is responsible for supplying Olvi-Vec at its own costs of manufacturing, without markup.

NOTE 4 - FAIR VALUE MEASUREMENTS

The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The Company’s valuation techniques and inputs used to measure fair value and the definitions of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Note 2 - Summary of Significant Accounting Policies of Part IV, “Item 15. Exhibits and Financial Statements Schedules” of its Annual Report.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruptions, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer. As of March 31, 2026 and December 31, 2025, the Company did not have any financial assets based on Level 3 measurements.

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company.

	Level 1		Level 2		Level 3		Total
	March 31, 2026
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	5,003	$	-	$	-	$	5,003
Available-for-sale securities:
US Government Agency bonds		-		8,236		-		8,236
US Treasury bonds		-		8,700		-		8,700
Marketable securities		-		8,700		-		8,700
Total financial assets	$	5,003	$	16,936	$	-	$	21,939

	Level 1		Level 2		Level 3		Total
	December 31, 2025
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	2,953	$	-	$	-	$	2,953
Available-for-sale securities:
US Government Agency bonds		-		7,983		-		7,983
US Treasury bonds		-		1,279		-		1,279
Marketable securities		-		1,279		-		1,279
Total financial assets	$	2,953	$	9,262	$	-	$	12,215

The underlying securities in the money market funds held by the Company are all government backed securities.

Cash equivalents consisted of money market funds at March 31, 2026 and December 31, 2025. Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy. U.S. Government Agency bonds and U.S. Treasury bonds are government backed securities representing a Level 2 measurement.

NOTE 5 – INVESTMENTS

The Company’s marketable securities by type, consisted of the following:

	As of March 31, 2026 (in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
US Government Agency bonds	$	8,240	$	-	$	(4	)	$	8,236
US Treasury bonds		8,704		-		(4	)		8,700
	$	16,944	$	-	$	(8	)	$	16,936

	As of December 31, 2025 (in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
US Government Agency bonds	$	7,977	$	6	$	-	$	7,983
US Treasury bonds		1,279		-		-		1,279
	$	9,256	$	6	$	-	$	9,262

As of March 31, 2026 and December 31, 2025, all available-for-sale securities consisted of investments that mature within one year.

No credit-related losses or impairments have been recognized on the Company’s marketable securities in available-for-sale securities during the three months ended March 31, 2026 and 2025.

NOTE 6 – BALANCE SHEET ACCOUNTS

Property and Equipment

The following table summarizes the Company’s major classes of property and equipment:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2026			December 31, 2025
	(in thousands)
Furniture and office equipment	$	154		$	148
Laboratory equipment		2,918			2,918
Computer equipment		127			127
Leasehold improvements		557			557
Manufacturing equipment		7			-
Construction in progress		3,255			2,347
Total gross carrying amount		7,018			6,097
Less: accumulated depreciation and amortization		(3,937	)		(3,927	)
Property and equipment, net	$	3,081		$	2,170

Depreciation expense for each of the three months ended March 31, 2026 and 2025 was $9 and $59, respectively.

Construction in progress is related to developments of the Company’s manufacturing and laboratory facilities in San Diego, California.

Accrued Expense

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSE

	March 31, 2026		December 31, 2025
	(in thousands)
Accrued research and development expenses	$	5,123	$	3,903
Accrued personnel-related expenses		861		1,440
Other		972		455
Total accrued expenses	$	6,956	$	5,798

As of March 31, 2026, the Company’s accrued research and development expenses were primarily attributable to ongoing clinical trial operations.

NOTE 7 – LEASES

Westlake Village, California: The Company leases 4,050 square feet of office space located at 2625 Townsgate Road for its corporate headquarters. The lease expires on July 14, 2027. The lease contains an option to renew for two additional five-year terms and first right of refusal for certain additional space at the same premises. The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of March 31, 2026.

San Diego, California: The Company leases 6,755 square feet of office and research and development laboratory space located at 6365 Marindustry Drive. The lease was extended to expire on October 31, 2035.

The Company also leases 7,569 square feet of manufacturing space located at 6335 Marindustry Drive, in which the lease was extended to expire on October 31, 2035.

During March 2026, the Company executed an amendment to extend the lease term for both San Diego facilities. The extension modified the lease term and resulted in a reassessment of the lease liability and right-of-use asset. As a result of the extension, the Company remeasured the lease liability using a revised discount rate as of the modification date and recorded a corresponding adjustment to the right-of-use asset.

Manufacturing equipment lease: On September 4, 2025, the Company entered into written agreements (Equipment Agreements), whereby the Company agreed to acquire certain equipment through a financing arrangement structured as a finance lease. Lease commencement will occur when the equipment is made available to the Company, which is the final onsite installation date and is expected to be approximately 14 months after the execution of the Equipment Agreements, or approximately November 2026. The Company has the option to purchase the asset at the end of the lease term for the amount of $1. At that time, recognition of the related finance lease asset and liability commences. Upon commencement, the lease term will be 60 months (Initial Term), with future lease payments up to approximately $6.2 million. The Company has the right to terminate the lease without cause at the end of the Initial Term or any term thereafter upon 90 days prior written notice without incurring penalties or interest.

As of March 31, 2026, no right-of-use asset or liability has been recognized in the financial statements, as the Company does not have possession of the equipment. The Equipment Agreements also include a refundable security deposit, equal to $2.0 million as of March 31, 2026, which is classified as restricted cash on the Company’s condensed balance sheet.

The components of lease assets and liabilities along with their classification on the Company’s condensed balance sheets were as follows:

Lease Assets and Liabilities	Classification	March 31, 2026		December 31, 2025
		(in thousands)
Operating lease assets	Right-of-use assets	$	2,393	$	1,583
Current operating lease liabilities	Lease liabilities		316		427
Non-current operating lease liabilities	Lease liabilities, net of current portion		2,179		1,258

SCHEDULE OF LEASE COST

	2026		2025
	Three Months Ended March 31,
	2026		2025
	(in thousands)
Lease Cost Classification
Research and development	$	48	$	26
General and administrative expense		11		13
Lease cost		11		13

The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2026:

Year	Amounts
	(in thousands)
2026 (remainder)	$	403
2027		489
2028		326
2029		336
2030		347
Thereafter		1,883
Total	$	3,784
Less imputed interest		1,289
Total operating lease liabilities (include current portion)	$	2,495

Other Leases

In November 2019, the Company entered into a short-term lease agreement for one of its office facilities, which was subsequently extended until December 2022 and thereafter on a month-to-month basis. Rent expense was de minimis during the periods ended March 31, 2026 and 2025, respectively. In February 2026, the Company terminated the lease agreement effective March 31, 2026.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may be subject to various claims and legal proceedings in the ordinary course of business. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount is reasonably estimable, the Company will accrue liability for the estimated loss. There were no contingent liabilities recorded as of March 31, 2026.

NOTE 9 – STOCKHOLDERS’ EQUITY

The following table summarizes the Company’s shares of preferred stock and common stock:

			Shares
	Par Value		Authorized		Issued		Outstanding
As of March 31, 2026
Preferred Stock		0.001		10,000,000		-		-
Common Stock		0.001		200,000,000		44,840,416		44,840,416

As of December 31, 2025
Preferred Stock		0.001		10,000,000		-		-
Common Stock		0.001		200,000,000		38,139,144		38,139,144

The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue up to 200,000,000 shares of its common stock. Holders of shares of common stock have full voting rights, one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the Company’s board of directors (the Board) out of funds legally available therefore and share pro rata in any distributions to shareholders upon liquidation. Shares of common stock do not include conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of March 31, 2026, and December 31, 2025, there were 44,840,416 and 38,139,144 shares of common stock issued and outstanding, respectively.

In January 2026, the Company completed an underwritten offering of 6,666,667 shares of its common stock at an offering price of $3.00 per share. The net proceeds received from the offering were $18.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

NOTE 10 – STOCK BASED COMPENSATION

In August 2009, the Board approved the adoption of the 2009 Equity Incentive Plan (the 2009 Plan). No shares are available for grant under the 2009 Plan.

In September 2018, the Board approved the adoption of the 2019 Equity Incentive Plan (the 2019 Plan). No shares are available for grant under the 2019 Plan.

In June 2022, the Board approved the adoption of the 2022 Equity Incentive Plan (the 2022 Plan). The 2022 Plan provides for the grant of incentive stock options (ISOs) to employees, including employees of any parent or subsidiary, and for the grant of non-qualified stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock units (RSUs), performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of its affiliates. The 2022 Plan is a successor to the 2019 Plan. The aggregate number of shares of the Company’s common stock initially reserved for issuance under the 2022 Plan is 2,800,000 shares. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 and continuing through and including January 1, 2032, in an amount equal to 5% of the total number of shares of its common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. In January 2026, the number of shares available to be issued under the 2022 Plan automatically increased by 1,906,957 shares, as determined by the 2022 Plan. As of March 31, 2026, the total number of shares reserved for issuance was 3,179,349.

In September 2023, the Board approved the adoption of the Company’s 2023 Inducement Plan (the Inducement Plan) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. The Inducement Plan provides for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based cash and stock awards, and other stock-based awards. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2022 Plan. In June 2025, the Board approved an increase to the number of shares of the Company’s common stock available for issuance under the Inducement Plan by 1,000,000 shares. As of March 31, 2026, the total number of shares reserved for issuance under the inducement Plan was 847,101.

The following table presents a summary of awards outstanding:

SCHEDULE OF AWARDS OUTSTANDING

	2009 Plan		2019 Plan		2022 Plan		Inducement Plan		Total
	March 31, 2026
	2009 Plan		2019 Plan		2022 Plan		Inducement Plan		Total
Stock options		1,497,118		1,634,924		2,644,838		1,141,300		6,918,180
RSUs		-		-		1,185,494		-		1,185,494
Total awards outstanding		1,497,118		1,634,924		3,830,332		1,141,300		8,103,674

The following table summarizes stock-based compensation expenses included in operating expenses:

	2026		2025
	Three Months Ended March 31,
	2026		2025
	(in thousands)
General and administrative	$	966	$	1,036
Research and development		815		496
	$	1,781	$	1,532

	2026		2025
	Three Months Ended March 31,
	2026		2025
	(in thousands)
Stock Options	$	1,462	$	1,429
RSUs		319		103
Stock-based compensation expenses	$	1,781	$	1,532

Restricted Stock Units

The following table summarizes the activity of the Company’s RSUs:

	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2025		1,221,432		$	4.41
Granted		-			-
Vested		(29,063	)		5.64
Forfeited		(6,875	)		2.29
Outstanding, March 31, 2026		1,185,494		$	5.30

As of March 31, 2026, $3.7 million of unamortized stock compensation expense remains.

Stock Options Awards

Option exercise prices are set forth in the grant notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) with respect to awards under the 2019 Plan or 2022 Plan, 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. Options to employees, directors and consultants generally vest and become exercisable over a period not exceeding four years. Options typically expire ten years after the date of grant.

The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.

In September 2025, the Board approved a reduction in the exercise prices of certain stock options held by employees to purchase shares of the Company’s common stock under the Company’s 2022 Plan, 2019 Plan and 2009 Plan that had exercise prices greater than $5.00 per share. The exercise price for such options was reduced to $3.33 per share, which was the closing price of the common stock on September 1, 2025, the effective date of the reduction. The total cost of the repricing was $1.3 million, of which $0.7 million was recorded as of September 30, 2025. The remainder of the cost will be recorded over the future vesting periods of the options.

In September 2022, the Board approved a stock option repricing whereby the exercise price of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $9.00 and $10.50 per share, was adjusted to $6.00 per share, the closing price of the Company’s initial public offering. The total cost of the repricing was $2.73 million, of which $2.72 million was recorded as of December 31, 2024, and the remaining cost was recorded during the twelve months ended December 31, 2025.

The assumptions used for the options granted during the period are as follows:

	Three Months Ended March 31,
	2026			2025
Exercise prices	$	4.55		$	3.95
Expected dividend yield		-			-
Expected volatility		109	%		100	%
Risk-free interest rate		3.7	%		4.4	%
Expected term of options		7.0			7.0

The table below summarizes the Company’s stock option activities for the three months ended March 31, 2026:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Shares Subject to Outstanding Options			Weighted Average Exercise Price (Per share)		Weighted Average Remaining Contractual Terms (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2025		6,711,979		$	3.92		4.06		-
Granted		288,154			3.60
Cancelled		(18,492	)		2.65
Exercised		(5,542	)		2.29
Expired		(57,919	)		5.67
Outstanding at March 31, 2026		6,918,180		$	5.20		6.33		162
Vested and exercisable, March 31, 2026		4,337,341		$	5.03		3.95		-
Unvested, March 31, 2026		2,580,839

As of March 31, 2026, unvested stock option expense of $10.9 million remained and will be amortized over the remaining vesting period, through January 2030.

Stock Warrants

The table below summarizes the Company’s warrants activities for the three months ended March 31, 2026:

SCHEDULE OF WARRANTS ACTIVITIES

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price
Outstanding, December 31, 2025		7,930,785		$3.00 – 9.00	$	5.30
Granted		-		-		-
Cancelled		-		-		-
Exercised		-		-		-
Expired		-		-		-
Outstanding, March 31, 2026		7,930,785		$3.00 – 9.00	$	5.30
Vested and exercisable, March 31, 2026		7,930,785		$3.00 – 9.00	$	5.30

There is no intrinsic value for warrant shares outstanding at March 31, 2026.

Employee Stock Purchase Plan

The Company’s 2022 Employee Stock Purchase Plan (ESPP) permits eligible employees to purchase Company shares on an after-tax basis in an amount between 1% and 15% of their earnings: (i) on May 16th of each year at a 15% discount of the fair market value of the Company’s common stock on November 17th of the previous year or May 16th of the then-current year, whichever is lower, and (ii) on November 15th of each year at a 15% discount of the fair market value of the Company’s common stock on May 17th or November 15th of the then-current year, whichever is lower. The ESPP includes an “evergreen” feature, which provides that an additional number of shares of common stock will automatically be added to the shares authorized for issuance under the ESPP on January 1st of each year, beginning on January 1, 2024 and ending on (and including) January 1, 2032. The number of shares added each calendar year will equal the lesser of 1% of the Company’s common stock outstanding on December 31st of the preceding calendar year or 2,100,000 or a lesser number as determined by the Board. In January 2026, the number of shares available to be issued under the ESPP automatically increased by 381,391 shares, as determined by the Plan. During the three months ended March 31, 2026, no shares were purchased under the ESPP and as of March 31, 2026, 1,590,932 shares remain authorized and available for issuance.

NOTE 11– NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.

The basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following:

	2026		2025
	Three Months Ended March 31,
	2026		2025
Stock options		6,918,180		5,491,921
Stock warrants		7,930,785		8,017,975
Restricted stock units		1,185,494		579,714
Total		16,034,459		14,089,610

NOTE 12 – SEGMENT INFORMATION

The Company operates as a single One reportable segment as a clinical stage biopharmaceutical company. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer. Segment profit or loss is measured as the net loss reported in the Company’s condensed statements of operations and comprehensive loss.

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (CODM). The CODM evaluates performance, allocates resources and conducts planning and forecasting using financial information as presented in the condensed statements of operations. In addition, the CODM reviews research and development expenses by program.

The table below details the Company’s revenues and expenses and reconciles those amounts to the Company’s net loss as computed under GAAP in the statements of operations and comprehensive loss:

SCHEDULE OF SEGMENT INFORMATION

	2026			2025
	Three Months Ended March 31,
	2026			2025
	(in thousands)
Revenue	$	-		$	-

Less:
Research and development, excluding salaries		4,607			3,868
Salaries		2,069			1,494
Insurance		271			219
Stock-based compensation		1,781			1,533
Operating expenses		441			702
Operating loss		9,169			7,816
Other income		241			324
Net loss	$	(8,928	)	$	(7,942	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements of Genelux Corporation (Genelux, Company, we, us, or our) and accompanying notes included in this Quarterly Report on Form 10-Q (Quarterly Report) and the financial statements and accompanying notes thereto for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2025. See also “Special Note Regarding Forward-Looking Statements” included in this Quarterly Report.

Company Overview

Genelux is a late clinical-stage biopharmaceutical company focused on developing next-generation oncolytic viral immunotherapies for patients suffering from aggressive and/or difficult-to-treat tumor types. Our clinical and preclinical product candidates are intended to selectively kill tumor cells and induce a robust immune response against a patient’s tumor neoantigens. Importantly, our oncolytic immunotherapy product candidates are “off-the-shelf” personalized immunotherapies. In other words, while we administer the same virus product to different patients, the cellular immune response generated is expected to be specific to the unique neoantigens in that patient. Our lead product candidate, Olvi-Vec (olvimulogene nanivacirepvec), is a proprietary, modified strain of the vaccinia virus (VACV), a stable DNA virus with a large engineering capacity.

Employing our proprietary selection technology and discovery and development platform (CHOICE), we have developed an extensive library of isolated and engineered oncolytic VACV immunotherapeutic product candidates. These provide potential utility in multiple tumor types in both the monotherapy and combination therapy settings, via physician-preferred administration techniques, including regional (e.g., intraperitoneal), local and systemic (e.g., intravenous) delivery routes. Informed by our CHOICE platform and supported by extensive clinical and preclinical data, we believe we have the capacity to develop a pipeline of treatment options to address high unmet medical needs for those patients with insignificant or unsatisfactory responses to standard-of-care therapies, including chemotherapies.

Our operations have focused on organizing and staffing our company, business planning, raising capital, acquiring and developing our technology, establishing our intellectual property portfolio, identifying potential product candidates and undertaking preclinical and clinical studies and manufacturing. We do not have any products approved for sale and have not generated any revenue from product sales.

Since inception, we have incurred significant operating losses. Our net losses were $8.9 million and $7.5 million for the three months ended March 31, 2026, and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $292.5 million. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate as a public company.

We will not generate revenue from commercially approved product sales unless and until we successfully complete clinical development and obtain regulatory approval for our product candidates. In addition, if we obtain regulatory approval for our product candidates and do not enter into a third-party commercialization partnership, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing, manufacturing, and distribution activities.

As a result, we will require substantial additional funding to support our continuing operations and to pursue our growth strategy. Until we generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings, debt and/or other sources, such as milestone payments, royalties or other payments or funding from existing or potential collaboration agreements, strategic alliances, licensing arrangements and other arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. Failure to raise capital or enter into such agreements as and when needed, could have a material adverse effect on our business, results of operations and financial condition.

In January 2026, we completed an underwritten offering of 6,666,667 shares of our common stock at an offering price of $3.00 per share. The net proceeds received from the offering were $18.5 million, after deducting underwriting discounts and commissions and offering expenses payable by us. Due to the funds received through this offering, we had stockholders’ equity of $22.9 million at March 31, 2026. We expect our cash, cash equivalents, restricted cash and marketable securities, totaling $26.3 million at March 31, 2026, to last into the first quarter of 2027.

Recent Developments

Data from Lung Cancer Clinical Trials

On January 5, 2026, we announced interim results from two ongoing trials evaluating systemic (intravenous) administration of Olvi-Vec in patients with progressive small cell lung cancer (SCLC) and progressive non-small cell lung cancer (NSCLC), respectively, after failure of prior platinum-based regimens.

Platinum-relapsed or platinum-refractory advanced SCLC (Ph1b/2 SCLC trial)

The open-label Phase 1b/2 SCLC trial (NCT07136285) is evaluating a single intravenous cycle with multiple doses of Olvi-Vec administered in combination with platinum and etoposide chemotherapy in SCLC patients with platinum-relapsed or platinum-refractory disease after failing previous treatment with platinum and etoposide chemotherapy. The trial is being conducted by the Company’s licensing partner, Newsoara HYK Biopharmaceuticals Co., Ltd. (Newsoara), in China.

As of the data review cutoff date of December 23, 2025, systemic administration of Olvi-Vec in the initial dose escalation cohorts achieved the following preliminary results:

●

9 evaluable patients

Overall response rate (ORR) of 33% (3/9 patients), including three partial responses (PRs)

- Two of the three PRs occurred in Cohort 4, the highest dose cohort tested as of the data review cutoff date, with tumor shrinkage of approximately 55% and 85% from baseline, representing an ORR of 67% (2/3) in Cohort 4 and potentially suggesting a dose-response trend

- Disease control rate (DCR) of 67% (6/9 patients)

- Tumor shrinkage of 24–85% among the six DCR patients, all of whom experienced a reduction in all target lesions from baseline

- Olvi-Vec generally well tolerated

●

Exploratory durability signals: Two PR patients across different cohorts have been evaluated in long-term follow-up:

	-	A patient with 1 prior line, at last scan, achieved a PR with an ongoing progression-free survival (PFS) of 12.1 months
	-	A patient with 4 prior lines had a PFS of 7.7 months, which exceeds the PFS in the immediately preceding line in the same patient (1.9 months) by 5.8 months

Advanced or metastatic recurrent NSCLC (Phase 2 VIRO-25 Clinical trial)

The open-label Phase 2 VIRO-25 trial (NCT06463665) is evaluating a single intravenous cycle with multiple doses of Olvi-Vec in combination with platinum chemotherapy and an immune checkpoint inhibitor (ICI) in patients with advanced or metastatic recurrent NSCLC who failed standard frontline treatment of platinum chemotherapy and an ICI. The trial is being conducted in the United States.

As of the data review cutoff date of December 31, 2025, systemic administration of Olvi-Vec in the initial dose escalation cohorts achieved the following preliminary results:

	●	5 evaluable patients
	●	DCR of 60% (3/5 patients)
	●	Tumor size changes among the three DCR patients were 8.9%, -18.9%, and -22.7%, respectively, as compared to baseline
	●	Olvi-Vec generally well tolerated

Underwritten Public Offering

Officer Appointment

In January 2026, the Company announced the appointment of Jason Litten, M.D. as Chief Medical Officer.

Results of Operations

Net Sales

No revenue was recognized during the three months ended March 31, 2026 and 2025, respectively.

Operating Expenses

Our operating expenses consist of (i) research and development expenses and (ii) general and administrative expenses.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research and development activities, including our product candidate discovery efforts and preclinical and clinical studies under our research programs, which include:

	●	employee-related expenses, including salaries, benefits, and stock-based compensation for our research and development personnel;

	●	costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on our behalf;

	●	costs of manufacturing drug product and drug supply related to our current or future product candidates;

	●	costs of conducting preclinical studies and clinical trials of our product candidates;

	●

SEC Form 10-Q filed by Genelux Corporation