United States securities and exchange commission logo

                            September 29, 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
Registration Statement on Form S-1
                                                            Filed September 19,
                                                            File No. 333-265828

       Dear Mr. Zindrick:

             We have reviewed your amended registration statement and have the
       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 amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

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

       Management's Discussion and Analysis of Financial Condition and Results
of Operation
       Critical Accounting Policies and Significant Judgments and Estimates
       Stock Option Repricing, page 107

   1.                                                   We note that on
September 2022 your board of directors approved a stock option repricing
                                                        and that options to
purchase a total of 4,037,386 shares of your common stock are subject
                                                        to the repricing. You
disclose that the expense related to vested shares was expensed on
                                                        the repricing date and
expense related to unvested shares is being amortized over the
                                                        remaining vesting
period of such stock options. Please revise your disclosure to include
                                                        the amount of the
incremental expense. In addition, your subsequent event disclosure on
                                                        page F-51 states that
you are currently analyzing the accounting effects of the
                                                        modifications. Please
revise this disclosure to be consistent with the disclosure on page
 Thomas Zindrick, J.D.
Genelux Corporation
September 29, 2022
Page 2

        You may contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at
3649 if you have questions regarding comments on the financial statements and
matters. Please contact Conlon Danberg at 202-551-4466 or Laura Crotty at
202-551-7614 with
any other questions.

FirstName LastNameThomas Zindrick, J.D.
                                                        Division of Corporation
Comapany NameGenelux Corporation
                                                        Office of Life Sciences
September 29, 2022 Page 2
cc:       Amy Hallman Rice, Esq.
FirstName LastName