United States securities and exchange commission logo
November 3, 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. 3 to
Registration Statement on Form S-1
Filed October 13,
2022
File No. 333-265828
Dear Thomas Zindrick:
We have reviewed your amended 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 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
response.
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. 3 to Registration Statement on Form S-1 filed October 13,
2022
Cover Page
1. Please disclose whether
your offering is contingent upon final approval of your NASDAQ
listing on your cover
page. Please ensure the disclosure is consistent with your
underwriting agreement.
Risk Factors, page 11
2. We note recent
instances of extreme stock price run-ups followed by rapid price declines
and stock price
volatility seemingly unrelated to company performance following a
number of recent
initial public offerings, particularly among companies with relatively
smaller public floats.
Please revise to include a separate risk factor addressing the
potential for rapid and
substantial price volatility and any known factors particular to your
Thomas Zindrick, J.D.
Genelux Corporation
November 3, 2022
Page 2
offering that may add to this risk and discuss the risks to investors
when investing in stock
where the price is changing rapidly. Clearly state that such volatility,
including any stock-
run up, may be unrelated to your actual or expected operating performance
and financial
condition or prospects, making it difficult for prospective investors to
assess the rapidly
changing value of your stock.
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.
Sincerely,
FirstName LastNameThomas Zindrick, J.D.
Division of
Corporation Finance
Comapany NameGenelux Corporation
Office of Life
Sciences
November 3, 2022 Page 2
cc: Amy Hallman Rice, Esq.
FirstName LastName