GENELUX Corp 8-K

What Happened
Genelux Corporation (GNLX) filed an 8-K reporting that Chief Medical Officer Paul Scigalla, M.D., resigned effective December 30, 2025, and that the company appointed Jason Litten, M.D., as its new Chief Medical Officer effective January 2, 2026. Dr. Litten, 52, joins from Chimeric Therapeutics (CMO since July 2022) and has prior senior clinical-development roles at Artiva, Juno, Clovis and Amgen.

Under an employment agreement effective January 2, 2026, Dr. Litten will receive a $475,000 annual base salary, an annual discretionary bonus target of up to 40% of base salary, and a stock option to purchase 275,000 shares with a per-share exercise price equal to the closing price on the grant date. The option vests over four years (25% after one year, then monthly over 36 months) and includes full acceleration of unvested shares upon a change in control if he remains employed through that event. Dr. Litten will also receive severance if terminated without cause or if he resigns for good reason, subject to signing a release.

Key Details

• Resignation: Paul Scigalla, M.D., resigned as CMO effective December 30, 2025.
• Appointment effective date: Jason Litten, M.D., effective January 2, 2026.
• Compensation: $475,000 base salary; bonus target up to 40% of base.
• Equity: Option for 275,000 shares; 4‑year vesting (25% at 1 year, then monthly); full change‑in‑control vesting if employed through the event.
• Severance: If terminated without cause outside the change‑in‑control period — six months’ base salary, (and if terminated by the company without cause, full target bonus for that calendar year) and up to 12 months COBRA; if during the change‑in‑control period — lump sum 12 months’ base salary, full target bonus, and up to 12 months COBRA. Severance conditioned on signing a release within 60 days.
• Corporate governance: Dr. Litten has entered into the company’s standard indemnification agreement; no related‑party relationships or reportable transactions were disclosed.

Why It Matters
This is a material executive change for Genelux’s clinical leadership as the company advances oncology programs. The hire brings an experienced clinical-development executive with a track record in cell therapies and oncology drugs, which may accelerate program execution. Investors should note the compensation and equity package (275,000‑share option, bonus target, and severance protections including change‑in‑control acceleration), which affect management incentives and could have future compensation expense or equity dilution implications. The filing confirms standard indemnification and no related‑party issues disclosed.