UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Emerging
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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 ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2023, Qualigen Therapeutics, Inc. (the “Company”) entered into a consent and waiver (the “Waiver”) with Alpha Capital Anstalt (“Alpha”) with respect to the 8% Senior Convertible Debenture in the aggregate principal amount of $3,300,000 issued by the Company to Alpha on December 22, 2022 (the “Debenture”). A copy of the Debenture is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022.
Pursuant to the Waiver, Alpha consented to the Company’s election to pay all of the Monthly Redemption Amount for October 2023 in Conversion Shares (as defined in the Debenture) (the “October Payment”) and waives the requirement of satisfaction of the Equity Conditions (as defined in the Debenture) in relation to the October Payment.
The foregoing description of the Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Consent and Waiver, dated September 22, 2023, between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt. | |
| 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: September 28, 2023 | By: | /s/ Michael S. Poirier |
| Michael S. Poirier, Chief Executive Officer | ||
Exhibit 10.1
Qualigen Therapeutics, Inc.
5857 Owens Avenue, Suite 300
Carlsbad, CA 92008 USA
September 22, 2023
Alpha Capital Anstalt
Altenbach 8
9490 Vaduz, Liechtenstein
Copy to: LH Financial Services Corp.
510 Madison Avenue, 14th Floor
New York, NY 10022
| Re: | Consent and Waiver Regarding the Monthly Redemption Amount under the Debenture for October 2023 |
Dear Sirs:
Reference is hereby made to that certain 8% Senior Convertible Debenture in the aggregate principal amount of $3,300,000 issued by Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”) to Alpha Capital Anstalt (“you” or the “Holder”) on December 22, 2022 (the “Debenture”). Capitalized terms not defined herein shall have the meaning as set forth in the Debenture.
Pursuant to Section 6(a) of the Debenture, Holder hereby consents to the Company’s election to pay all of the Monthly Redemption Amount for October 2023 in Conversion Shares (the “October Payment”) and waives the requirement of satisfaction of the Equity Conditions in relation to the October Payment.
Except as explicitly provided in the prior paragraph, nothing herein shall amend, modify or waive any term or condition of the Debenture, all of which shall remain in full force and effect.
Sincerely,
| Qualigen Therapeutics, Inc. | ||
| By: | /s/ Michael S. Poirier | |
| Name: | Michael S. Poirier | |
| Title: | Chief Executive Officer | |
| Agreed to and Acknowledged: | ||
| Alpha Capital Anstalt | ||
| By: | /s/ Nicola Feuerstein | |
| Name: | Nicola Feuerstein | |
| Title: | Chief Executive Officer | |
Cover |
Sep. 22, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 22, 2023 |
| Entity File Number | 001-37428 |
| Entity Registrant Name | Qualigen Therapeutics, Inc. |
| Entity Central Index Key | 0001460702 |
| Entity Tax Identification Number | 26-3474527 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 5857 Owens Avenue |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Carlsbad |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92008 |
| City Area Code | (760) |
| Local Phone Number | 452-8111 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $.001 per share |
| Trading Symbol | QLGN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |