Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2023

Qualigen Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37428	26-3474527
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5857 Owens Avenue, Suite 300, Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

(760) 452-8111

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $.001 per share		QLGN		The Nasdaq Capital Market of The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☐

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