Qualigen Therapeutics Inc SEC Filings

Qualigen Therapeutics, Inc. reported a net loss of $2.0 million for the quarter and $6.4 million for the nine months ended September 30, 2025, modestly higher than the prior year. The company’s balance sheet changed significantly after equity financings, with cash and cash equivalents rising to $38.8 million and total assets to $43.5 million, compared with $4.7 million of assets at year-end 2024.

In September 2025, Qualigen closed a $41.0 million Subscription Agreement led by Faraday Future, issuing common stock and new Series B convertible preferred stock. Up to $6.8 million of net proceeds are designated for existing debt repayment and current operations, while the remaining cash and contributed currency are reserved for establishing cryptocurrency treasury operations. Despite the capital raise, recurring losses, limited operating cash, and the early-stage nature of the new crypto strategy led management to conclude there is substantial doubt about the company’s ability to continue as a going concern over the next year.

Qualigen Therapeutics called a special stockholder meeting to seek approval for a recently closed private placement and related share issuances, conversion terms, and a new equity plan. Stockholders are asked to approve the Subscription Agreement and related transactions, including the prior sale of 337,432 shares of common stock and 39,943 shares of Series B Convertible Preferred Stock, and to allow conversion-related issuances above the Nasdaq 19.99% cap.

The Offering totaled $41,000,000 in cash. Series B Preferred carries a $1,000 stated value and is convertible at $2.246 per share after stockholder approval, subject to beneficial ownership limits. The company plans to use up to $6,800,000 of net cash proceeds to pay existing debt and fund operations, with the remainder and contributed currency for establishing cryptocurrency treasury operations.

Stockholders will also vote on a 2025 Equity Incentive Plan equal to 20% of common stock outstanding after the Offering, with a 10% annual evergreen increase through 2046, and on the ability to adjourn the meeting to solicit additional proxies if needed.

Qualigen Therapeutics (QLGN) closed a $41,000,000 private placement on September 29, 2025, selling 337,432 shares of common stock at $2.246 and 17,783 shares of Series B Convertible Preferred Stock at a $1,000 stated value. The Series B converts into common at a $2.246 conversion price after Stockholder Approval under Nasdaq Rule 5635, with allocations capped at 19.99% ownership per investor at closing.

The company plans to use up to $6,800,000 of net cash proceeds to pay existing debt and fund current operations, with the balance of cash proceeds and contributed currency for establishing cryptocurrency treasury operations. Qualigen agreed to file a resale registration within 45 days of closing and target effectiveness 45 days thereafter (or 60 days if fully reviewed). Univest Securities will receive a 5.5% cash fee, warrants equal to 6% of securities sold at a $2.47 exercise price, and up to $150,000 in expenses. The Lead Investor, Faraday Future Intelligent Electric Inc., secured board designation rights; board changes include appointing Jiawei Wang as Co‑CEO and Koti Meka as CFO, alongside three director resignations.

Qualigen Therapeutics, Inc. filed an S-1 registration statement seeking to offer additional common stock under the Nasdaq Capital Market ticker QLGN. The document lists a post-offering common share count of 4,909,932 shares assuming all offered shares are sold and shows existing selling stockholders controlling a combined 3,214,292 shares.

The filing discloses recent financing activity: issuance of 32,092 shares to Alpha in lieu of redemption payments at a weighted average price of $14.47 per share; a $550,000 8% convertible debenture to Alpha issued for $500,000 convertible at $30.56 per share with an attached 18,000‑share warrant at $13.00; and a $1,100,000 8% convertible debenture to Chen issued for $1,000,000 convertible at $30.56 with a 36,001‑share warrant at $13.00. Both debentures and warrants include a 9.99 beneficial ownership blocker and purchasers waived certain participation and acceleration rights relating to this offering. The filing also notes Alpha completed conversion of a prior $3,300,000 debenture into 24,379 shares on July 5, 2024.