Item
1.01. Entry into a Material Definitive Agreement.
On
April 29, 2022, Qualigen Therapeutics, Inc. (the “Company”) entered into a Series B Preferred Share Purchase Agreement (the
“Series B Purchase Agreement”) with NanoSynex Ltd., a company established under the laws of the State of Israel (“NanoSynex”),
pursuant to which it will acquire 381,786 newly authorized Series B preferred shares of NanoSynex, nominal value NIS 0.01 per share (the
“Preferred B Shares”) for a total purchase price of $600,000, subject to certain closing conditions described in the Series
B Purchase Agreement.
Also
on April 29, 2022, the Company entered into a Share Purchase Agreement (the “Series A-1 Purchase Agreement”) with Alpha Capital
Anstalt (“Alpha”), pursuant to which it will acquire 2,232,861 Series A-1 preferred shares, nominal value NIS 0.01 each (the
“Series A-1 Shares”) of NanoSynex from Alpha in exchange for 3,500,000 shares of Company common stock and pre-funded warrants
to purchase 2,432,203 shares of Company common stock, subject to certain closing conditions described in the Series A-1 Purchase Agreement.
Subject
to the satisfaction of the applicable closing conditions set forth in the Series B Purchase Agreement and Series A-1 Purchase Agreement,
the Company will acquire an approximate 53% interest in the voting securities of NanoSynex.
As
a condition to the Series B Purchase Agreement, the Company has agreed to, among other things, enter into a Master Agreement for the
Operational and Technological Funding of NanoSynex (the “Funding Agreement”), pursuant to which the Company will agree to
fund NanoSynex up to an aggregate of approximately $10.4 million over the following three years, subject to NanoSynex’s
achievement of certain performance milestones specified in the Funding Agreement and the satisfaction of other terms and conditions described
in the Funding Agreement.
The
Company will receive in exchange for any payment made to NanoSynex under the Funding Agreement one or more promissory notes
(which may contain convertible features) with a face value equal to the amount paid by the Company to NanoSynex upon satisfaction
of the applicable performance milestones. Any promissory notes issued to the Company by NanoSynex under the Funding Agreement will bear
interest at a rate of 9.00% per annum on the principal balance from time to time outstanding under the promissory note. The principal
and interest under any promissory note issued to the Company under the Funding Agreement will be due and payable upon the sooner to occur
of: (i) five years from the date of the particular promissory note; (ii) the acquisition by any person or entity of all or substantially
all of the share capital of NanoSynex, through share purchase, issuance of shares or merger of NanoSynex or the purchase of all or substantially
all of the assets of NanoSynex; or (iii) the initial public offering of NanoSynex. If at any time, the Company’s ownership of
the share capital of NanoSynex on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result
of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted
stock units (or an equivalent instruments), the Company, in its sole discretion, may elect to convert all or any portion of the outstanding
principal amount into shares of NanoSynex’s most senior class of preferred shares existing immediately prior to such conversion,
subject to the terms and conditions described in the promissory notes so that, following such conversion, the Company will regain 50.1% ownership of NanoSynex’s issued and outstanding
share capital.
The
Company will also have the right to appoint two directors to the NanoSynex’s board of directors and has elected to designate Michael
Poirier, the Company’s Chairman and Chief Executive Officer, and Shishir Sinha, the Company’s Chief Operating Officer
and Senior Vice President, Diagnostics, to serve in such positions. The Company has the right to appoint a third director, thereby
giving it majority control of NanoSynex’s board of directors, after the Company has funded nine months of operations following
the Closing of the Series B Purchase Agreement, pursuant to the Funding Agreement.
As
a condition to the Series A-1 Purchase Agreement, the Company has agreed to, among other things, provide Alpha with certain registration
rights and has agree to file, within 30 days of the closing, a registration statement (the “Resale Registration Statement”)
with the United States Securities and Exchange Commission (the “Commission”) covering the resale of all of the shares of
the Company’s common stock (including the common stock underlying the pre-funded warrant) to be issued to Alpha under the Series
A-1 Purchase Agreement. The Company will agree to use its commercially reasonable efforts to cause the Resale Registration Statement
to become effective as soon as reasonably practicable.
The
foregoing description of the Series B Purchase Agreement, the Series A-1 Purchase Agreement and the Funding Agreement is a summary only,
does not purport to be complete and is qualified in its entirety by the full text of the Series B Purchase Agreement, the Series A-1
Purchase Agreement and the Funding Agreement (attached as an exhibit to the Series B Purchase Agreement), copies of which will be filed
as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022.
The
representations, warranties and covenants contained in the Series B Purchase Agreement and Series A-1 Purchase Agreement described in
Item 1.01 of this Current Report on Form 8-K are not intended to be a source of factual, business or operational information about the
Company; were made only for purposes of such agreements and as of specific dates; were solely for the benefit of the parties to such
agreements and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of
allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should
not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts
or condition of the parties.