Genelux prices $10.5 million underwritten offering of 3,000,000 shares at $3.50

The pricing

Genelux Corporation (Nasdaq: GNLX) priced an underwritten offering of 3,000,000 shares at $3.50 per share on March 25, 2025. Gross proceeds are expected to be $10.5 million. The prospectus supplement's table shows an underwriting discount of $0.245 per share, or $735,000, and proceeds before expenses of $3.255 per share, or $9,765,000. Estimated net proceeds are about $9.1 million after offering expenses of approximately $650,000. The offering was expected to close on or about March 26, 2025, subject to customary closing conditions. The last reported sale price on March 24, 2025 was $3.89 per share, above the $3.50 offering price.

Titan Partners Group LLC, a division of American Capital Partners, LLC, is sole bookrunner. The shares are sold under an effective shelf registration. The underwriter gets a 7.0% commission and a 0.5% expense allowance, and Genelux will also reimburse up to $125,000 of underwriter expenses, including up to $115,000 of legal fees.

The underwriter also gets a warrant for 4% of the shares sold, up to 120,000 shares, exercisable at $4.20 per share. Those warrants carry a 180-day FINRA lock-up. The prospectus names Cooley LLP as Genelux's counsel and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as the underwriter's counsel. Weinberg & Company, P.A. is the auditor.

Dilution and share count

Shares outstanding were 34,728,140 at December 31, 2024. The prospectus says 37,728,140 shares will be outstanding after the offering. Options, warrants and restricted stock units sit on top of that, including 5,375,323 options at a weighted average exercise price of $8.81.

Net tangible book value was $33.2 million, or $0.96 per share, at September 30, 2024. The prospectus estimates adjusted net tangible book value of $1.12 per share after the offering, and immediate dilution of $2.38 per share to new investors.

The money and the auditor

The net loss for the nine months ended September 30, 2024 was $20.9 million, against $21.5 million a year earlier. The accumulated deficit was $242.4 million at that date.

The prospectus gives a preliminary figure of about $30.9 million of cash, cash equivalents and short-term investments at December 31, 2024. Management prepared it, it is unaudited, and it may change. Weinberg & Company, P.A. has not audited, reviewed or compiled it.

The auditor's report on the 2023 and 2022 financial statements includes an explanatory paragraph on substantial doubt about the company's ability to continue as a going concern. The prospectus says recurring losses still raise that doubt. Genelux says its existing cash and the offering proceeds will fund operating and capital expenditure needs into the fourth quarter of 2026.

The lead drug and its evidence

Olvi-Vec is a modified strain of vaccinia virus that the company describes as an oncolytic immunotherapy. The Phase 3 OnPrime/GOG-3076 trial tests it with platinum-doublet chemotherapy and bevacizumab in platinum-resistant or refractory ovarian cancer, and the company expects topline results in the first half of 2026.

The prospectus says the FDA gave guidance on a confirmatory trial. The FDA said, "As stated previously, an interim analysis of overall survival (OS) should be planned at the time of the primary progression-free survival (PFS) analysis." The FDA added that a clinically meaningful progression-free survival advantage without a decrement in overall survival could potentially support traditional approval.

The Phase 2 VIRO-25 trial in non-small-cell lung cancer is expected to report interim results in the second half of 2025.

A Phase 1b/2 trial in small-cell lung cancer, run with Newsoara BioPharma, reported preliminary data on March 25, 2025 from its dose-escalation portion. Of seven evaluable participants for antitumor response, five achieved disease control, and two of those had a partial response. The first participant in the current cohort had a tumor reduction of approximately 79%, and that participant remains on treatment. No maximum tolerated dose has been reached. The companies call the activity preliminary, and seven patients is a very small group.

What comes next

Genelux expects Phase 3 topline results in the first half of 2026 and VIRO-25 interim results in the second half of 2025. The company is raising equity on an unaudited year-end cash figure and a going-concern paragraph, with its lead drug still awaiting a readout.

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