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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): September 4, 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
$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 (§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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
September 4, 2025, Qualigen Therapeutics, Inc. (the “Company”) received a written decision (the “Decision Letter”)
from the Nasdaq Hearings Panel (the “Panel”) in response to the Company’s August 19, 2025 update and request for a
compliance determination with respect to the Panel’s July 24, 2025 decision, as amended.
As
previously disclosed, on July 24, 2025, the Panel granted the Company an exception to remain listed on The Nasdaq Capital Market, conditioned
on demonstrating compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”), which requires companies to maintain
stockholders’ equity of at least $2.5 million, by July 28, 2025. The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2025 reported stockholders’ equity of approximately negative $1.6 million, and accordingly the Company did not evidence
compliance by the required deadline.
As
reported in a Current Report on Form 8-K filed on July 28, 2025, the Company closed a private placement of its Series A-3 Preferred Stock
on that date, generating net proceeds of approximately $4.3 million. The Company believes this financing materially improved its stockholders’
equity position.
As
reported in a Current Report on Form 8-K filed on August 27, 2025, on August 21, 2025 the Company, as lender, entered into an amended
and restated promissory note with Marizyme, Inc., as borrower. The amendment reduced the portion of Marizyme’s assets pledged as
collateral for the note from 20% to 5%, which resulted in a positive adjustment to the Company’s stockholders’ equity of
more than $600,000.
The
Panel noted that although the Company may have carried out transactions that increased stockholders’ equity above the minimum requirement,
such actions could not be considered for purposes of demonstrating the Company’s compliance with the Equity Rule as of the July
28, 2025 deadline. However, the Panel granted the Company a final exception to demonstrate compliance with the Equity Rule upon the filing
of its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, which must be filed no later than November 15, 2025.
Should the Company fail to demonstrate compliance upon filing that report, the Panel stated that no additional time would be granted.
The
Panel also noted that the Company is now current in its SEC reporting obligations and has regained compliance with Nasdaq Listing Rule
5250(c)(1) (the “Periodic Filing Rule”).
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 8, 2025 |
By: |
/s/ Kevin
Richardson II |
| |
Name: |
Kevin Richardson II |
| |
Title: |
Interim Chief Executive Officer |
