UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On May 30, 2023, Genelux Corporation, a Delaware corporation (the “Company”), entered into an executive employment offer letter with Thomas Zindrick, the Company’s President, Chief Executive Officer and Chairman (the “Zindrick Agreement”), with retroactive effect to April 1, 2023. Pursuant to the Zindrick Agreement, Mr. Zindrick is (i) entitled to an annual base salary of $595,000, (ii) eligible to receive an annual discretionary bonus of up to 55% of his then current base salary, and (iii) eligible to receive an annual discretionary option and/or other equity award grant covering shares of the Company’s common stock.
Pursuant to the Zindrick Agreement, subject to providing a release of claims against the Company, Mr. Zindrick is entitled to, (i) in the event that his employment is terminated by the Company without cause more than three months prior to or 18 months after the closing of a corporate transaction, (a) payment in an amount equal to 12 months of Mr. Zindrick’s then annual base salary and his full target annual bonus for the calendar year in which the termination occurs, which payment shall be paid in equal installments as salary continuation, and (b) payment of COBRA group health insurance premiums for up to 12 months, and (ii) in the event that his employment is terminated by the Company without cause or he resigns for good reason within three months before or within 18 months after the closing of a corporate transaction, (a) a cash lump-sum payment in an amount equal to 18 months of Mr. Zindrick’s then annual base salary and his full target annual bonus for the calendar year in which the termination occurs, and (b) payment of COBRA group health insurance premiums for up to 18 months. Mr. Zindrick is also eligible for standard Company benefits and to participate in employee benefit plans and programs.
Mr. Zindrick’s employment is at-will and may be terminated at any time by either Mr. Zindrick or by the Company with or without cause and without notice.
Mr. Zindrick has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Zindrick and any other person pursuant to which he was selected to his roles with the Company.
The foregoing description of the Zindrick Agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Genelux Corporation | ||
| Date: June 2, 2023 | By: | /s/ Thomas Zindrick, J.D. |
Thomas Zindrick, J.D. President, Chief Executive Officer and Chairman | ||