UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| The
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 14, 2025, Qualigen Therapeutics, Inc. (the “Company”) filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Qualigen Therapeutics, Inc.” to “AIxCrypto Holdings, Inc.” Pursuant to Delaware law, a shareholder vote was not necessary to effectuate the name change and it does not affect the rights of the Company’s shareholders. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the name change, the Company intends for its common stock to cease trading under the ticker symbol “QLGN” and begin trading under its new ticker symbol, “AIXC”, on the Nasdaq Capital Market, as promptly as possible.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 12, 2025, Qualigen Therapeutics, Inc. (the “Company”) held it 2025 annual special meeting of stockholders (the “Meeting”). At the Meeting, 3,282,364 shares of voting stock, or approximately 60.17% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing a quorum.
With a quorum present, a majority of the Company’s outstanding voting stock approved the following proposals: (i) the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction; (ii) the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap; (iii) the Company’s 2025 Equity Incentive Plan; and (iv) the adjournments or postponements of the Meeting or to transact such other business as may ne properly brought before the Meeting. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 20, 2025.
The voting results of the shares of the Company’s voting stock for each proposal are set forth below:
Proposal 1 – The Offering and Related Transactions Proposal - To approve, pursuant to Nasdaq Rule 5635(a) and (b), the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements, including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction:
| Votes For | Votes Against | Votes Abstained | ||
| 3,268,951 | 13,149 | 264 |
Proposal 2 – Issuance Proposal – To approve, pursuant to Nasdaq Rule 5635(d), the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap contained therein.
| Votes For | Votes Against | Votes Abstained | ||
| 3,254,377 | 27,744 | 243 |
Proposal 3 – 2025 Equity Incentive Plan Proposal – To approve the Company’s 2025 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | ||
| 3,251,939 | 30,166 | 259 |
Proposal 4 – Adjournment Proposal – To approve adjournments or postponements of the Meeting or to transact such other business as may be properly brought before the Meeting
| Votes For | Votes Against | Votes Abstained | ||
| 3,254,633 | 10,957 | 16,774 |
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 THEREUNTO DULY AUTHORIZED.
| Item 8.01 | Other Events. |
On November 16, 2025, the Company issued a press release announcing the name and symbol change and other business updates. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d)
| Exhibit Number |
Description | |
| 3.1 | Certification of Amendment to Certificate of Incorporation | |
| 99.1 | Press Release dated November 16, 2025 | |
| 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.
| QUALIGEN THERAPEUTICS, INC. | ||
| Date: November 17, 2025 | By: | /s/ Kevin A. Richardson II |
| Name: | Kevin A. Richardson II | |
| Title: | Co-Chief Executive Officer | |