Security

Class Title

Fee
  Calculation  

Rule

Maximum
Aggregate

Offering

Price

Fee

Rate

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock (“Common Stock”) of Genelux Corporation (the “Registrant”) that become issuable under the Registrant’s 2009 Equity Incentive Plan (the “2009 Plan”), the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”, and together with the 2009 Plan, the “Prior Plans”), the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”), or the Registrant’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 2,360,313 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2009 Plan are calculated using the weighted-average exercise price of $9.86 per share for such stock options. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 1,840,705 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2019 Plan are calculated using the weighted-average exercise price of $10.47 per share for such stock options.

Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the Prior Plans. No additional stock awards will be granted under the Prior Plans.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of $6.00 per share (the “IPO Price”), which is the initial public offering price per share of the Registrant’s Common Stock set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on January 26, 2023 pursuant to Rule 424(b) of the Securities Act.

Represents 2,800,000 shares of Common Stock reserved for future grant under the 2022 Plan. The 2022 Plan also provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2022 Plan on January 1st of each year, commencing on January 1, 2024 and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding year; provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of the IPO Price, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2022 ESPP.

Represents 700,000 shares of Common Stock reserved for future grant under the 2022 ESPP. The 2022 ESPP provides that an additional number of shares of Common Stock will automatically be added annually to the shares authorized for issuance under the 2022 ESPP on January 1st of each year, commencing on January 1, 2024 and ending on (and including) January 1, 2032, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year and (ii) 2,100,000 shares of Common Stock; provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement.