Genelux Corp美股招股说明书(2026-03-19版)

Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, dated March 19, 2026, or the SalesAgreement, relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospectus supplement andthe accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our commonstock having an aggregate offering price of up to $100,000,000 through TD Cowen, acting as our agent or principal. The SalesAgreement replaces our prior sales agreement, dated February 2, 2024, with Guggenheim Securities, LLC, or the Prior SalesAgreement. No sales will be made pursuant to the Prior Sales Agreement subsequent to the date of this prospectus supplement. Our common stock is traded on The Nasdaq Capital Market under the symbol “GNLX.” On March 18, 2026, the last reported saleprice of our common stock was $2.59 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be in negotiated transactions, including block trades or block sales, or by any method permitted by law to be deemed an “atthe market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, includingwithout limitation sales made through The Nasdaq Capital Market or on any other trading market for our common stock, or by anyother method permitted by law. TD Cowen is not required to sell any specific amount of our common stock, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenTD Cowen and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to TD Cowen for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to up to3.0% of the gross proceeds of any shares of common stock sold thereunder. See “Plan of Distribution” beginning on page S-8 of thisprospectus supplement for additional information regarding the compensation to be paid to TD Cowen. In connection with the sale ofthe common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of TD Cowen will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to TD Cowen with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended, or the Exchange Act. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and page 5 of theaccompanying prospectus and under similar headings in the other documents that are incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TD Cowen The date of this prospectus supplement is March 19, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-9INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10 BASE PROSPECTUS PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19LEGAL OWNERSHIP OF SECURITIES21PLAN OF DISTRIBUTION24LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF CERTAIN INFORMATION BY REFERENCE27 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we filed with the Securities and ExchangeCommission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may sell any combination ofthe securities described in the accompanying prospectus in one or more offerings up to a total aggregate offering price of$300,000,000. The $100,000,000 of common stock that may be offered, issued and sold under this prospectus supplement is includedin the amount of securities that may be offered, issued and sold by us pursuant to our shelf registration statement. This document is in two parts. The first part is the prospectus supplement, which describes the terms of this offering of ourcommon stock. The second part is the accompanying prospectus, which provides more general information, some of which may notapply