SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.01||Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.|
Reference is made to Item 5.02 below. Due to the vacancy resulting from Mr. Woodward’s resignation, the Audit Committee of the Board is now comprised of two independent directors. As a result, on July 12, 2023, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Rule”), which requires an audit committee comprised of at least three members, each of whom must satisfy the requirements for audit committee members under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended. The Company expects to receive a letter from Nasdaq to formally notify the Company of its non-compliance with the Rule. The Company intends to rely on the cure provision in Nasdaq Listing Rule 5605(c)(4)(B), and intends to regain compliance with the Rule prior to the expiration of the applicable cure period specified in Nasdaq Listing Rule 5605(c)(4)(B).
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On July 10, 2023, Gabe Woodward notified the board of directors (the “Board”) of Genelux Corporation (the “Company”) of his decision to resign from the Board, effective July 12, 2023. Mr. Woodward’s resignation was made in the normal course of business at the request of his partnership now that the Company’s initial public offering has been completed, and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: July 14, 2023||By:||/s/ Thomas Zindrick, J.D.|
Thomas Zindrick, J.D.
|President and Chief Executive Officer|