Genelux Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has 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 suchshorter 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $57.9million, based on the closing price of the registrant’s Common Stock on June 30, 2024. There were34,604,296shares of Common Stock outstanding as of March 20, 2025. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K (the Annual Report) incorporates by reference certain information from the registrant’s definitive proxy statement relating to for its 2025 annual meeting ofstockholders (the 2025 Proxy Statement), which the registrant intends to file pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December31, 2024. Except with respect toinformation specifically incorporated by reference in this Form 10-K, the 2025 Proxy Statement is not deemed to be filed as part of this Form 10-K. Table of Contents PageNo.PART IItem 1.Business1Item 1A.Risk Factors35Item 1B.Unresolved Staff Comments126Item 1C.Cybersecurity126Item 2.Properties127Item 3.Legal Proceedings127Item 4.Mine Safety Disclosures127PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities128Item 6.Reserved128Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations129Item 7A.Quantitative and Qualitative Disclosures About Market Risk140Item 8.Financial Statements and Supplementary Data140Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosures140Item 9A.Controls and Procedures140Item 9BOther Information141Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections141PART IIIItem 10.Directors, Executive Officers and Corporate Governance142Item 11.Executive Compensation142Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item 13.Certain Relationships and Related Transactions, and Director Independence142Item 14.Principal Accountant Fees and Services142PART IVItem 15.Exhibits and Financial Statement Schedules143Item 16.Form 10-K summary145SIGNATURES146i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities LitigationReform Act of 1995. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations and financial position,business strategy, research and development costs; the anticipated timing, costs and conduct of our clinical trials for our only product candidate, Olvi-Vec; the timing and likelihood of regulatory filingsand approv