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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): June 20, 2025
Qualigen
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 20, 2025, the Board of Directors (the “Board”) of Qualigen Therapeutics, Inc. (the “Company”) appointed
Robert B. Lim, a current independent director of the Company, to serve as Chair of the Audit Committee of the Board, effective immediately.
Mr. Lim replaces Graydon Bensler, who previously served as Chair of the Audit Committee and will continue to serve as a member of the
Board and Audit Committee.
The
Board has determined that Mr. Lim qualifies as an independent director under Rule 5605 of the Nasdaq Listing Rules and Rule 10A-3 of
the Securities Exchange Act of 1934, as amended, and that he qualifies as an “audit committee financial expert” under Item
407(d)(5) of Regulation S-K.
There
are no arrangements or understandings between Mr. Lim and any other persons pursuant to which he was selected as Chair of the Audit Committee.
Mr. Lim has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Robert
B. Lim. Mr. Lim is a business forward lawyer based in Vancouver, British Columbia who primarily practices in corporate commercial
law and litigation. Mr. Lim co-founded De Novo Law Corporation in March 2023 after winding down his solo practice with Robert Bradley
Lim Law Corporation in February 2023. Before being called to the bar as a lawyer, Mr. Lim worked at the University of British Columbia’s
Sauder School of Business as a graduate academic assistant, and Winright Law Corporation, first as a legal assistant in 2020 and then
later as an articling student/lawyer in 2021. Prior to his legal career, Mr. Lim came from a marketing background, working as a marketing
coordinator for NEXT Environmental in 2018, and operated his own digital marketing agency where he provided digital advertising and marketing
services to clients throughout British Columbia from 2017 – 2019. Mr. Lim has also served on the board of directors of Aerwins
Technologies Inc. (AWIN) as an independent director from July 2023 – July 2024. Mr. Lim’s expertise in corporate law contributed
to our board of directors’ conclusion that he should serve as a director of our company.
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:
June 24, 2025 |
By: |
/s/
Kevin Richardson II |
| |
Name:
|
Kevin Richardson II |
| |
Title: |
Interim Chief Executive Officer |
