[8-K] Qualigen Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Qualigen Therapeutics, Inc. reported that it has amended its charter in Delaware to change its corporate name to AIxCrypto Holdings, Inc. The company expects its common stock to stop trading under the ticker “QLGN” and begin trading on the Nasdaq Capital Market under the new symbol “AIXC” as promptly as possible. The name change does not alter the rights of existing stockholders.

At a 2025 special meeting, holders of approximately 60.17% of the voting stock were present, and a majority approved several key proposals. Stockholders approved a Subscription Agreement covering the private placement of 337,432 common shares and 39,943 shares of Series B Convertible Preferred Stock, the issuance of common shares upon conversion of that preferred stock in excess of a 19.99% share exchange cap, the company’s 2025 Equity Incentive Plan, and the ability to adjourn or postpone the meeting.

Insights

Equity Capital Markets Analyst

Name change and financing approvals support future capital structure moves.

The company, currently known as Qualigen Therapeutics, Inc., has adopted the new name AIxCrypto Holdings, Inc. and plans to change its Nasdaq ticker from QLGN to AIXC. This rebranding shifts the public identity without changing existing stockholder rights, but it may signal a strategic focus that will be clarified through future disclosures.

Stockholders approved a Subscription Agreement covering a private placement of 337,432 common shares and 39,943 shares of Series B Convertible Preferred Stock, along with related transactions. They also authorized issuing common shares upon conversion of the preferred stock in excess of a 19.99% share exchange cap under Nasdaq Rule 5635(d), which permits a potential increase in the common share count. Approval of the 2025 Equity Incentive Plan adds another tool for equity-based compensation, and the adjournment proposal gives flexibility in managing future meetings.

Each proposal passed by a wide margin, with votes for Proposal 1 at 3,268,951 versus 13,149 against, and similarly strong support for the other items. The actual impact on ownership percentages and future capital structure will depend on how and when the preferred shares are converted and how the equity incentive plan is used in subsequent periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 12, 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)

(706) 452-8111

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐	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))

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. ☐

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 shares)		QLGN		The Nasdaq Stock Market LLC

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 14, 2025, Qualigen Therapeutics, Inc. (the “Company”) filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Qualigen Therapeutics, Inc.” to “AIxCrypto Holdings, Inc.” Pursuant to Delaware law, a shareholder vote was not necessary to effectuate the name change and it does not affect the rights of the Company’s shareholders. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

In connection with the name change, the Company intends for its common stock to cease trading under the ticker symbol “QLGN” and begin trading under its new ticker symbol, “AIXC”, on the Nasdaq Capital Market, as promptly as possible.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 12, 2025, Qualigen Therapeutics, Inc. (the “Company”) held it 2025 annual special meeting of stockholders (the “Meeting”). At the Meeting, 3,282,364 shares of voting stock, or approximately 60.17% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing a quorum.

With a quorum present, a majority of the Company’s outstanding voting stock approved the following proposals: (i) the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction; (ii) the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap; (iii) the Company’s 2025 Equity Incentive Plan; and (iv) the adjournments or postponements of the Meeting or to transact such other business as may ne properly brought before the Meeting. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 20, 2025.

The voting results of the shares of the Company’s voting stock for each proposal are set forth below:

Proposal 1 – The Offering and Related Transactions Proposal - To approve, pursuant to Nasdaq Rule 5635(a) and (b), the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements, including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction:

Votes For		Votes Against		Votes Abstained
3,268,951		13,149		264

Proposal 2 – Issuance Proposal – To approve, pursuant to Nasdaq Rule 5635(d), the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap contained therein.

Votes For		Votes Against		Votes Abstained
3,254,377		27,744		243

Proposal 3 – 2025 Equity Incentive Plan Proposal – To approve the Company’s 2025 Equity Incentive Plan.

Votes For		Votes Against		Votes Abstained
3,251,939		30,166		259

Proposal 4 – Adjournment Proposal – To approve adjournments or postponements of the Meeting or to transact such other business as may be properly brought before the Meeting

Votes For		Votes Against		Votes Abstained
3,254,633		10,957		16,774

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 THEREUNTO DULY AUTHORIZED.

Item 8.01 Other Events.

On November 16, 2025, the Company issued a press release announcing the name and symbol change and other business updates. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit Number		Description
3.1		Certification of Amendment to Certificate of Incorporation
99.1		Press Release dated November 16, 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.

	QUALIGEN THERAPEUTICS, INC.
Date: November 17, 2025	By:	/s/ Kevin A. Richardson II
	Name:	Kevin A. Richardson II
	Title:	Co-Chief Executive Officer

FAQ

What corporate name change did QLGN announce in this 8-K?

The company changed its corporate name from Qualigen Therapeutics, Inc. to AIxCrypto Holdings, Inc. through a Certificate of Amendment filed in Delaware, without affecting existing stockholder rights.

What will happen to Qualigen Therapeutics (QLGN) Nasdaq ticker symbol?

The company intends for its common stock to cease trading under the ticker “QLGN” and begin trading under its new ticker symbol “AIXC” on the Nasdaq Capital Market as promptly as possible.

What financing transaction did QLGN stockholders approve at the 2025 special meeting?

Stockholders approved transactions under a Subscription Agreement dated September 19, 2025, including the sale in a private placement of 337,432 shares of common stock and 39,943 shares of Series B Convertible Preferred Stock, along with related agreements.

Did QLGN stockholders approve issuances above the 19.99% share cap?

Yes. Stockholders approved, under Nasdaq Rule 5635(d), the issuance of shares of common stock upon conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap contained in that preferred stock.

Was the 2025 Equity Incentive Plan approved by QLGN stockholders?

Yes. The company’s 2025 Equity Incentive Plan was approved, with 3,251,939 votes for, 30,166 against, and 259 abstentions.

What level of participation did QLGN report for the 2025 special meeting?

The company reported that 3,282,364 shares of voting stock, or about 60.17% of the outstanding shares entitled to vote, were represented in person or by proxy, constituting a quorum.

What additional disclosure did QLGN reference in connection with these actions?

The company referenced its Proxy Statement filed on October 20, 2025 for more detail on the proposals and noted a press release dated November 16, 2025 announcing the name and symbol change and other business updates.