Gabe Woodward Form 3 GENELUX / Gabe Woodward ownership change

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^*

Woodward Gabe

(Last) (First) (Middle)

C/O GENELUX CORPORATION

2625 TOWNSGATE ROAD, SUITE 230

(Street)

WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2023

3. Issuer Name and Ticker or Trading Symbol
GENELUX CORP [ GNLX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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.
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