UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Qualigen Therapeutics, Inc. (the “Company”) and an institutional investor entered into a Securities Purchase Agreement dated July 5, 2024 (the “Agreement”), providing for the Company to issue to the investor at par a Senior Note with the following characteristics and terms, against the investor’s loan of $2,000,000 in cash: (a) an original principal amount of $2,000,000, (b) unsecured, (c) nonconvertible, (d) scheduled maturity date of July 8, 2025, (e) interest at the rate of 18% per annum, (f) requirement for partial prepayments from a percentage of any future Company financings, and (g) otherwise, principal and interest on the Senior Note not payable until maturity.
The Agreement also required the Company Board of Directors resignations and appointments as set forth in Item 5.02 below.
The foregoing descriptions of the Agreement and the Senior Note do not purport to be complete and are qualified in their entirety by reference to the full text as set forth in Exhibit 10.1, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 1.01 and Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 5, 2024, Richard David, Sidney Emery, Kurt Kruger and Ira Ritter each resigned from his respective position as a member of the Company’s Board of Directors effective upon the Company’s receipt of the $2,000,000 pursuant to the Agreement.
On July 5, 2024, the Company’s Board of Directors appointed Campbell Becher, Robert Lim and Cody Price to serve as directors on the Board effective upon the Company’s receipt of the $2,000,000 pursuant to the Agreement. Board Committee assignments for these three persons have not yet been determined.
Item 8.01 Other Events.
On July 5, 2024, the holder of the Company’s 8% Senior Convertible Debenture due December 22, 2025 completed its series of voluntary conversions of the entire principal amount of the debenture (which had an original principal balance of $3,300,000) into Company common stock; as a result (and also taking into account recent exercises of warrants) the Company currently has 11,382,830 shares of common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 10.1 | Securities Purchase Agreement dated July 5, 2024. | |
| 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: July 11, 2024 | By: | /s/ Michael S. Poirier |
| Michael S. Poirier, Chief Executive Officer | ||