SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2023 |
3. Issuer Name and Ticker or Trading Symbol
GENELUX CORP [ GNLX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series I Preferred Stock | (1) | (1) | Common Stock | 5,378 | (1) | I | by Olympic Xploration |
Series J Preferred Stock | (2) | (2) | Common Stock | 3,186 | (2) | D | |
Series K Preferred Stock | (3) | (3) | Common Stock | 2,798 | (3) | I | by Trust(4) |
Stock Option (right to buy) | (5) | 11/21/2027 | Common Stock | 8,333 | 9 | I | by Spouse |
Stock Option (right to buy) | (5) | 02/21/2028 | Common Stock | 8,333 | 9 | I | by Spouse |
Stock Option (right to buy) | (5) | 05/21/2028 | Common Stock | 8,333 | 9 | I | by Spouse |
Stock Option (right to buy) | (5) | 08/21/2028 | Common Stock | 8,333 | 9 | I | by Spouse |
Stock Option (right to buy) | (5) | 09/08/2032 | Common Stock | 25,000 | 10.5 | D |
Explanation of Responses: |
1. The Series I Preferred Stock has no expiration date and will automatically convert into shares of Common Stock at a conversion ratio of 1.241082248 shares of Common Stock for each 3 shares of Series I Preferred Stock for no additional consideration upon the closing of the Issuer's initial public offering. |
2. The Series J Preferred Stock has no expiration date and will automatically convert into shares of Common Stock at a conversion ratio of 1.36557561 shares of Common Stock for each 3 shares of Series J Preferred Stock for no additional consideration upon the closing of the Issuer's initial public offering. |
3. The Series K Preferred Stock has no expiration date and will automatically convert into shares of Common Stock at a conversion ratio of 1.399411327 shares of Common Stock for each 3 shares of Series K Preferred Stock for no additional consideration upon the closing of the Issuer's initial public offering. |
4. By Gabe Woodward, Trustee of The Gabe and Staci Woodward Family Trust dated June 5, 2009. |
5. Immediately exercisable. |
Remarks: |
/s/ Sean Ryder, Attorney-in-Fact | 01/25/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |