UNITED STATES
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 15, 2024, we entered into a License and Sublicense Agreement with Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS”), which contemplates an exclusive out-license of our renin-angiotensin system inhibitors (“RAS”) drug development program, including our rights under the Exclusive License Agreement dated July 17, 2020, between our predecessor-in-interest and University of Louisville Research Foundation, Inc. (“ULRF”), as amended by Amendment 1 dated March 17, 2021, and by Amendment 2 dated June 15, 2023 (as so amended, the “License Agreement”). The License and Sublicense Agreement with Pan-RAS also contemplates an exclusive license to Pan-RAS of our own RAS program and its technology and know-how, and contemplates that we would effectuate a technology-transfer to Pan-RAS.
Although the License and Sublicense Agreement calls for a closing by March 16, 2024, Pan-RAS has the right to terminate the License and Sublicense Agreement (for convenience and without liability) on or before March 16, 2024 if the closing has not already occurred by then. Therefore the License and Sublicense Agreement is in essence a 30-day option in favor of Pan-RAS.
At the contemplated closing, Pan-RAS would pay us an upfront fee of $1,000,000 in cash. In addition, Pan-RAS would become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all milestone payments required by the License Agreement to be paid by us to ULRF. Pan-RAS would also become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all running-royalty and minimum-royalty payments required by the License Agreement to be paid by us to ULRF.
Finally, if the contemplated closing occurs, Pan-RAS would be required to pay to us for our own account, on a semiannual basis, royalties equal to 1.0% of net sales of any RAS products.
We would owe certain amounts to ULRF under the License Agreement, if, as and when we receive any Non-Royalty Sublicensing Income from Pan-RAS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | License and Sublicense Agreement dated February 15, 2024 between the Company and Pan-RAS Holdings, Inc. | |
| 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: February 22, 2024 | By: | /s/ Michael S. Poirier |
| Michael S. Poirier, Chief Executive Officer | ||