United States securities and exchange commission logo





                            June 14, 2022

       Thomas Zindrick, J.D.
       President and Chief Executive Officer
       Genelux Corporation
       2625 Townsgate Road, Suite 230
       Westlake Village, California 91361

                                                        Re: Genelux Corporation
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted May 20,
2022
                                                            CIK No. 0001231457

       Dear Mr. Zindrick:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Business
       Ovarian Cancer Program, page 119

   1.                                                   We note your revised
disclosure in response to previous comment 1 and reissue the
                                                        comment. Please
disclose the material assumptions underlying the projections presented in
                                                        this section. For
example, please disclose any material assumptions regarding your
                                                        projected market share
and the annual cost of Olvi-Vec treatment.
       Business
       License Agreement with Newsoara, page 136

   2.                                                   We refer to your
disclosure that under the License Agreement with Newsoara BioPharma
 Thomas Zindrick, J.D.
FirstName  LastNameThomas Zindrick, J.D.
Genelux Corporation
Comapany
June       NameGenelux Corporation
     14, 2022
June 14,
Page 2 2022 Page 2
FirstName LastName
         Co. Ltd., Newsoara is obligated to pay you royalties on net sales of
the licensed products
         in the "mid-single-digit to mid-double-digit percentage range." Please
clarify the size of
         this royalty range within ten percentage points. Additionally, please
disclose the length of
         the royalty term or terms under this agreement.
Business
License Agreement with ELIAS, page 144

3.       We refer to your disclosure that under the License Agreement with
ELIAS Animal Health
         LLC, ELIAS is obligated to pay you royalties in the "mid to
single-digit percentage range"
         on net sales of the licensed products. Please clarify this royalty
range within ten
         percentage points. Additionally, please disclose the length of the
royalty term or terms
         under this agreement.
Report of Independent Registered Accounting Firm, page F-2

4.       Please obtain a revised opinion from your independent accountant which
includes the day
         of the month the opinion was signed, and include it in an amendment to
your filing.
Audited Financial Statements
Notes to the Financial Statements
Note 12 - License Agreements, page F-18

5.       We note that the Company has delayed recognition of the cash received
under
         the contracts until all required performance obligations have been
completed. Since the
         deferred revenue balance is classified as a current liability, please
disclose, if true, that
         you expect to recognize the revenue over the next 12 months. Refer to
ASC 606-10-50-13.
6.       For the agreement with ELIAS, your disclosure states that "the Company
performed an
         analysis of revenue recognition in accordance with guidance of ASC 606
and determined
         that since the Company did not complete obligation 3) above prior to
December 31, 2021,
         that revenue recognition would be recognized at such time as the
Company met that
         performance obligation." However, for the ELIAS agreement there are
only two
         performance obligations identified on page F-19. Please revise or
clarify.
7.       Please revise your disclosure in the body of the prospectus to explain
if there are any
         circumstances under the Newsoara License Agreement whereby the Company
would be
         required to remit or repay the $9.9 million received that has been
recorded as deferred
         revenue.
        You may contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Conlon Danberg at 202-551-4466 or Laura Crotty at
202-551-7614 with
any other questions.
 Thomas Zindrick, J.D.
Genelux Corporation
June 14, 2022
Page 3

                                          Sincerely,
FirstName LastNameThomas Zindrick, J.D.
                                          Division of Corporation Finance
Comapany NameGenelux Corporation
                                          Office of Life Sciences
June 14, 2022 Page 3
cc:       Amy Hallman Rice, Esq.
FirstName LastName