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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) October 1, 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) |
|
(IRS
Employer
Identification
No.) |
| 5857
Owens Avenue, Suite 300, Carlsbad, California 92008 |
| (Address
of principal executive offices)(Zip Code) |
Registrant’s
telephone number, including area code (760) 452-8111
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(s) |
|
Name
of each exchange on which registered |
| Common
stock (par value $0.001 per share) |
|
QLGN |
|
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 of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
4.01 |
Changes
in Registrant’s Certifying Accountant. |
Resignation
of Independent Registered Public Accounting Firm
On
October 1, 2025, WithumSmith+Brown, PC (“Withum”) notified the Audit Committee of the Board of Directors (the “Audit
Committee”) of Qualigen Therapeutics, Inc. (the “Company”) that it had resigned as the Company’s independent
registered public accounting firm, effective immediately. The Audit Committee accepted Withum’s resignation.
Withum
advised the Company in writing (the “Notice”) that its withdrawing its engagement with the Company relating to the terms
outlined in the engagement letter dated April 14, 2025 with respect to quarterly reviews of the interim consolidated financial statements
for the period ended September 30, 2025 and the engagement letter dated September 8, 2025 with respect to the audit of the consolidated
financial statements for the year ending December 31, 2025.
The
reports of Withum on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles,
except for the inclusion of an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as
a going concern.
During
the period from July 11, 2024 through the Company’s most recent fiscal year ended December 31, 2024, and the subsequent interim
period through October 1, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or disputes between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to
the subject matter of the disagreements in connection with the reports on the Company’s financial statements for such periods.
In addition, during the Company’s most recent fiscal year ended December 31, 2024 and the subsequent interim period through October
1, 2025, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions),
except for material weaknesses in the Company’s internal control over financial reporting related to: (i) the lack of sufficient
number of personnel within the accounting function to adequately segregate duties, (ii) the lack of designed and implemented effective
Information Technology General Controls (“ITGC”) related to access controls to financial accounting systems, and (iii) the
lack of formalized documentation of its processes and controls that could be evaluated for proper design and implementation.
The
Company provided Withum with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission
(the “SEC”) and requested that Withum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3)
of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.
A copy of the letter, dated October 6, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report
on Form 8-K.
Appointment
of New Independent Registered Public Accounting Firm
Effective
October 3, 2025, the Company’s Audit Committee approved the engagement of Macias Gini & O’Connell LLP (“MGO”)
as the Company’s new independent registered public accounting firm for the final year ending December 31, 2025, and to perform
interim reviews of the Company’s unaudited financial information for the three- and nine-month periods ended September 30, 2025,
the three-month period ended March 31, 2026, the three- and six-month periods ended June 30, 2026, and the three- and nine-month periods
ended September 30, 2026, subject to the completion of client acceptance procedures.
During
the most recent fiscal year and any subsequent interim period prior to the engagement of MGO, the Company did not consult with MGO regarding
(i) the application of accounting principles to a specific completed or proposed transaction, (ii) the type of audit opinion that might
be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement or a reportable
event as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
| Item
5.02. |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Officer
Appointments
Effective
October 2, 2025, the Company appointed Jiawei Wang as the Co-Chief Executive Officer of the Company.
Mr. Wang, age 34, currently serves
as President of the Faraday Future Intelligent Electric Inc. (“FF”), and was the FF’s Vice President of Global Capital
Markets from May 2018 to April 2022. Prior to that, he was Global Head of Capital Markets at FF from January 2018 to May 2018, and General
Manager of China Capital Markets from March 2017 to January 2018. He was the co-founder and Executive Chairman of AIBOT Inc. from September
2022 to March 2025 and now serves as the Chairman of AIBOT Inc., an AI-driven, intelligent eVTOL aircraft developer. Before joining the
FF, Mr. Wang worked at Le Holdings Co. Ltd. as Director of Corporate Development from 2015 to 2017. He co-founded Global Galaxy Inc.,
a private investment firm in September 2013 and worked as a private equity analyst at Knights Investment Group from December 2013 to
February 2014.
There
are no arrangements or understandings between Mr. Wang and any other persons, pursuant to which Mr. Wang was selected as an officer of
the Company. Mr. Wang has no family relationships with any of the Company’s directors or executive officers.
Effective
October 2, 2025, the Company appointed Koti Meka as the Chief Financial Officer of the Company.
Mr. Meka, age 56, serves as the Chief
Financial Officer of Faraday Future Intelligent Electric Inc., where he has managed finance operations, led financial planning and analysis,
and supported initiatives in process improvement, target setting, and cost reduction. Previously, Mr. Meka spent 14 years at Ford Motor
Company in various roles focused on cost optimization, product development finance, and corporate finance. His experience also includes
work as a Management Consultant at Accenture and as a Product & Application Engineer at Detroit Diesel. Mr. Meka holds an MBA from
the University of Michigan-Dearborn, an M.S. in Mechanical Engineering from Wayne State University, and a B.Tech. in Mechanical Engineering
from Jawaharlal Nehru Technological University, India.
There
are no arrangements or understandings between Mr. Meka and any other persons, pursuant to which Mr. Meka was selected as an officer of
the Company. Mr. Meka has no family relationships with any of the Company’s directors or executive officers.
There
are no compensation arrangements, plans, or agreements entered into between the Company and the newly appointed officers of the Company.
Director
Appointments
In
connection with the previously disclosed private placement offering (the Offering”) that closed on September 29, 2025, the Board
of Directors (the “Board”) of the Company appointed three new members to serve as directors of the Board.
On
September 26, 2025, as previously disclosed the Board appointed Kevin Chen to serve as an independent member of the Board.
Further,
on October 2, 2025, Chad Chen and Jie Sheng were appointed as members of the Board.
Mr. Chen, age 42, serves as a board member of
Faraday Future Intelligent Electric Inc. Mr. Chen is a partner with the law firm of Yoka | Smith, LLP (“Yoka Smith”), where
he has practiced since 2012. He represents national and multinational clients in both litigation and non-litigation matters. Mr. Chen’s
litigation practice includes representing corporate clients in commercial and business disputes, product liability defense, and class
action defense. His non-litigation practice encompasses contract management, counseling on business transactions and serving as outside
general counsel in dealing with local, state, and federal agencies, including the U.S. Department of the Treasury, the U.S. Department
of Commerce, United States International Trade Commission, and various tax authorities. Prior to joining Yoka Smith, Mr. Chen worked
in-house at an alternative energy company and was an associate with Collins + Collins, LLP (formerly Collins Collins, Muir + Stewart
LLP). He received his Juris Doctor degree from Southwestern Law School in Los Angeles, California and his Bachelor of Arts in Economics
and Political Science from the University of California, Irvine.
Mr. Sheng, age 42, serves as the Head of Operations
& Finance Director of FF Global Partners LLC. Previously, Mr. Sheng served as Deputy Managing Director of China Aviation Fuel (Europe)
Limited, a wholly-owned subsidiary of China Aviation Oil (Singapore) Corporation (“CAO”), a Singapore Exchange-listed Company,
which in turn is a majority-owned subsidiary of China National Aviation Fuel Group Corporation (“CNAF”), a Fortune 500 company,
the largest Chinese state-owned aviation fuel supplier which integrates the purchase, transportation, storage, quality management, sales
and into-plane service of aviation fuel in China.
There are no compensation arrangements, plans,
or agreements entered into between the Company and the newly appointed Board members of the Company.
Committee
Appointments
Additionally,
the Board appointed Jie Sheng to serve as the Chairman of the Audit Committee, as well as Graydon Bensler and Chad Chen to serve
as members of the Audit Committee.
The
Board also appointed Chad Chen, Kevin Chen, and Jie Sheng to all serve as members of both the Nominating and Corporate Governance
Committee and the Compensation Committee.
Director
Resignations
In
connection with the Offering, Cody Price and Robert Lim resigned as members of the Board. These resignations were not a result of any
disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Further,
in connection with the Offering, Campbell Becher resigned as a member of the Board. Mr. Becher remains as the Company’s President.
Mr. Becher’s resignation as a member of the Board was not the result of any disagreements with the Company on any matter relating
to the Company’s operations, policies, or practices.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from WithumSmith+Brown dated October 6, 2025. |
| 99.1 |
|
Press Release dated October 6, 2025 |
| 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.
| Date:
October 6, 2025 |
QUALIGEN THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/
Kevin A. Richardson II |
| |
Name:
|
Kevin
A. Richardson II |
| |
Title: |
Co-Chief
Executive Officer |
