Genelux Corporation Launches At-The-Market (ATM) Equity Sales Agreement with TD Securities (USA) LLC

Key Highlights

• Genelux Corporation has entered into a Sales Agreement with TD Securities (USA) LLC (TD Cowen) for an At-The-Market (ATM) equity offering program.
• The ATM program enables the company to issue and sell shares of its common stock from time to time, with total sales not to exceed 100,000,000 shares of common stock, par value \$0.001 per share.
• Sales under this ATM program will be made directly into the Nasdaq Stock Market LLC at prevailing market prices, or as otherwise agreed between the company and TD Cowen.
• TD Cowen will act as the sales agent, earning a commission of up to 3.0% of the gross proceeds from the sale of Placement Shares.
• The Sales Agreement is dated March 19, 2026.
• The net proceeds from the sales will be used as described in the Prospectus and may include working capital, capital expenditures, research and development, clinical trials, and other general corporate purposes.
• The company is committed to maintaining compliance with all SEC, Nasdaq, and other regulatory requirements during the term of the agreement.
• Legal opinion regarding the validity of shares was provided by Cooley LLP and is included as an exhibit in the Form 8-K filing.
• The ATM offering does not constitute an offer or solicitation in any jurisdiction where it would be unlawful prior to registration or qualification.

Details of the ATM Program

Under the terms of the agreement, Genelux Corporation may, at its discretion and from time to time, direct TD Cowen to sell shares of its common stock in the open market. The company will specify the number of shares, minimum price, and the timing for each tranche of sales via a Placement Notice. The terms of each sale are subject to market conditions and mutual agreement. The ATM structure provides the company with a flexible and cost-effective means to raise additional capital as needed.

Important Information for Shareholders and Investors

• Potential Share Dilution: The issuance of up to 100 million new shares may significantly dilute existing shareholders. This could affect the company’s earnings per share, voting power, and potentially exert downward pressure on the share price, especially if the shares are sold over a short period or during times of weak market demand.
• Price-Sensitive Information: The announcement of an ATM program is typically considered price sensitive as it signals the company’s intent to raise new capital, which could be interpreted as a need for funding or as a strategic move for expansion or research and development. Investors should closely monitor the volume and timing of new share issuances.
• Sales Agent Compensation: TD Cowen will be compensated up to 3.0% of the gross proceeds, which may slightly reduce the net funds received by the company but ensures alignment with the company’s capital-raising goals.
• Nasdaq Listing and Compliance: The shares are and will remain listed on the Nasdaq Stock Market LLC, and Genelux affirms ongoing compliance with all applicable listing and reporting requirements. There are no known risks of delisting or non-compliance at this time.
• Use of Proceeds: While the company has indicated general uses for the net proceeds, the final allocation may be influenced by strategic opportunities, operational needs, or changes in the business environment.
• No Marketing Approval Yet for Product Candidates: None of the company’s or its subsidiaries’ product candidates have received marketing approval from the FDA or any other regulatory authority. This is important for investors as it signals the company remains in a pre-commercialization stage.
• No Existing “At The Market” Conflicts: Genelux affirms it is not party to any other ATM equity sales agreements, ensuring clarity and transparency on dilution risk and capital-raising activities.
• Material Adverse Effect Clauses: The agreement includes customary clauses requiring the company to disclose any material adverse effects, regulatory actions, or developments that may impact the company’s business, financials, or share value. Such disclosures could be price sensitive.

Legal and Regulatory Disclosures

• The Form 8-K and related exhibits, including the full Sales Agreement and the legal opinion from Cooley LLP, are filed with the SEC and incorporated by reference.
• Genelux Corporation affirms it is not an “ineligible issuer” and will maintain compliance with all ongoing reporting and disclosure obligations.
• The company and its subsidiaries are in good standing, with no known material legal proceedings or regulatory actions pending that would materially affect the company or its securities.
• Genelux will not use proceeds from the ATM program to repay any outstanding debt owed to TD Cowen or any affiliate thereof, unless otherwise disclosed.

Potential Share Price Impact

The launch of this flexible ATM equity offering program is significant and potentially price-moving. The possibility of issuing up to 100 million new shares represents a substantial increase in outstanding shares, which may be viewed negatively by the market in terms of dilution but also positively if the funds are successfully used to drive future growth, research, and commercialization. Investors should watch for the actual pace and volume of sales, as well as updates on the company’s operational execution and pipeline progress.

Conclusion

The ATM program gives Genelux a strategic tool to strengthen its balance sheet and support ongoing operations and development. However, the structure and scale of the program mean that investors should remain alert for future disclosure of sales under this agreement and any related changes to the company’s capital structure and development plans.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with their financial advisors before making investment decisions. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially.

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