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

Rhea-AI Filing Summary

Qualigen Therapeutics (QLGN) filed an 8-K disclosing a private placement of 4,500 shares of newly created Series A-3 Preferred Stock at $1,000 per share, generating gross proceeds of $4.5 million. The round closed on 28-Jul-25 and was sold to accredited investors under Reg D.

Key terms: (i) each preferred share converts at the holder’s option into common stock at an initial $2.80 conversion price (equal to the 25-Jul-25 Nasdaq close); (ii) anti-dilution resets the conversion price to the lower issue price or a $1.40 floor on future dilutive issuances, subject to Nasdaq 5635(d); (iii) conversion blocked above 4.99 % (optionally 9.99 %) ownership; (iv) voting with common on an as-converted basis; (v) consent of ≥67 % of preferred required for charter changes, dividends on junior stock, or certain related-party deals.

Use of proceeds: general working capital, with up to $0.5 m earmarked for investor-relations expenses. A Form S-1 covering resale of the underlying common shares must be filed within 45 days.

The issue triggers an automatic reset of the conversion price of the outstanding Series A-2 Preferred (issued Nov-24) from $3.64 to $2.80, increasing potential dilution.

Pro forma balance sheet (Ex. 99.2) reflecting the raise and governing documents (Ex. 3.1, 10.1, 10.2) are attached. A related press release was furnished under Reg FD (Ex. 99.1).

Insights

Equity Research Analyst

TL;DR: $4.5 m raise modestly extends runway but adds highly dilutive preferred; overall impact neutral.

The cash injection equals roughly one quarter of QLGN’s FY-24 operating burn, providing limited but welcome liquidity. However, the Series A-3 carries a low $2.80 conversion price, adjustable down to a $1.40 floor, and an as-converted vote—meaning potential issuance of >1.6 m shares plus further anti-dilution. The reset of Series A-2 to the same $2.80 level magnifies dilution. Because proceeds are small relative to market cap and near-term funding needs, I view the transaction as capital-raising neutral: positive for cash, negative for dilution. The requirement to file an S-1 within 45 days could create an overhang once shares become freely tradable.

Corporate Governance Specialist

TL;DR: Preferred terms concentrate voting power and restrict corporate actions; governance impact negative.

The A-3 Preferred votes with common stock based on an as-converted share count, providing investors meaningful influence despite owning a modest dollar stake. Anti-dilution ratchets and senior liquidation preference place common holders behind a growing stack of preference securities. Requiring 67 % of stated value to approve dividends, buybacks or charter changes further limits board flexibility. Combined with the reset on Series A-2, common shareholders face increased dilution risk and reduced control, warranting a −1 impact score.

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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): July 28, 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 1.01 Entry into a Material Definitive Agreement.

On July 28, 2025, Qualigen Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement, dated July 28, 2025 (the “Purchase Agreement”), with certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 4,500 shares of its newly designated Series A-3 Preferred Stock, par value $0.001 per share (the “Series A-3 Preferred Stock”), at a purchase price of $1,000 per share, for aggregate gross proceeds of approximately $4.5 million, before deducting placement agent fees and offering expenses. The private placement closed on July 28, 2025.

The Company intends to use the net proceeds from the sale of the Series A-3 Preferred Stock for working capital purposes and may use up to $500,000 of such proceeds for payment to an investor relations agency.

In connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated July 28, 2025, with the Purchasers, pursuant to which the Company agreed to file a registration statement on Form S-1 covering the resale of the shares of common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of the Series A-3 Preferred Stock, as discussed under Item 5.03 of this Current Report on Form 8-K (the “Form 8-K”). The Company is required to file the registration statement no later than 45 days following the closing date and to use commercially reasonable efforts to cause it to be declared effective as soon as practicable thereafter.

In connection with the closing of the private placement, the Company is also filing as Exhibit 99.2 to this Form 8-K an unaudited pro forma balance sheet as of March 31, 2025, giving effect to the private placement of the Series A-3 Preferred Stock.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of each agreement, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The Series A-3 Preferred Stock discussed in Item 1.01 of this Current Report have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, based on representations made by the Purchasers.

The disclosures contained in Items 1.01 and 5.03 of this Form 8-K are incorporated herein by reference.

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

On July 28, 2025, in connection with the private placement described under Item 1.01 of this Current Report on Form 8-K, the Company filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Certificate of Designation designates 10,000 shares of Series A-3 Preferred Stock.

Each share of Series A-3 Preferred Stock has a stated value of $1,000 (the “Stated Value”) and is convertible, at the option of the holder, at any time into a number of shares of the Company’s Common Stock equal to the Stated Value divided by the conversion price then in effect, subject to adjustment and certain beneficial ownership limitations described below. The initial conversion price is $2.80 per share, which equals the official closing price of the Company’s Common Stock on July 25, 2025, as reported by The Nasdaq Stock Market LLC, and constitutes the “Minimum Price” for purposes of compliance with Nasdaq Listing Rule 5635(d). Based on the initial conversion price, the Series A-3 Preferred Stock is initially convertible into an aggregate of 1,607,143 shares of Common Stock. No fractional shares or scrip representing fractional shares shall be issued upon conversion. As to any fraction of a share that a holder would otherwise be entitled to receive upon conversion, the Company may elect to either pay a cash amount equal to such fraction multiplied by the conversion price or round up to the next whole share.

The Certificate of Designation further provides for anti-dilution protection in the event of certain dilutive issuances. Specifically, if the Company issues or sells (or is deemed to issue or sell) any shares of Common Stock or Common Stock Equivalents ( as that term is defined in the Certificate of Designation) at an effective price per share lower than the then-current conversion price (a “Dilutive Issuance”), the conversion price of the Series A-3 Preferred Stock will be automatically adjusted to the greater of (i) such lower price or (ii) $1.40 (the “Floor Price”), in each case subject to the Company first obtaining stockholder approval if required in accordance with Nasdaq Rule 5635(d). No adjustment will be made in respect of certain exempt issuances or repricings of outstanding securities as of the original issue date.

Holders of Series A-3 Preferred Stock may not convert their shares into Common Stock if, after such conversion, they (together with their affiliates and certain related parties) would beneficially own (the “Beneficial Ownership Limitation”) more than 4.99% of the Company’s outstanding Common Stock; provided that the limitation may be increased to 9.99% at the holder’s election, subject to 61 days’ advance notice to the Company.

The Series A-3 Preferred Stock votes together with the Common Stock as a single class on all matters subject to stockholder vote. Each share of Series A-3 Preferred Stock is entitled to vote a number of shares equal to the number of shares of Common Stock into which it would be convertible using a conversion price equal to the initial conversion price, subject to the Beneficial Ownership Limitation. This deemed conversion price will adjust proportionally with changes to the actual Conversion Price for customary adjustments for stock splits, distributions and reclassifications, but will not adjust for any “ratchet” changes resulting from Dilutive Issuances. Holders of Series A-3 Preferred Stock are entitled to notice of stockholder meetings on the same basis as Common Stockholders.

In the event of a Fundamental Transaction, such as a merger, sale of substantially all assets, or acquisition of more than 50% of the Company’s outstanding common stock, holders of Series A-3 Preferred Stock will have the right to receive the same consideration (including stock, cash, or property) that a holder of common stock would receive upon conversion of their shares of Series A-3 Preferred Stock. The successor or surviving entity will be required to assume the Company’s obligations under the Certificate of Designation and issue equivalent securities to preserve the economic rights of the Series A-3 Preferred Stockholders.

As long as any Series A-3 Preferred Stock remains outstanding, the Company may not, without the prior written consent of holders of at least 67% in stated value of the outstanding shares, (i) amend its charter in a manner that materially and adversely affects the rights of holders, (ii) repurchase more than a de minimis amount of junior securities (subject to limited exceptions), (iii) pay cash dividends on junior securities, (iv) enter into certain related-party transactions unless on arm’s-length terms and approved by disinterested directors, or (v) agree to do any of the foregoing. Amendments required to comply with Nasdaq or other exchange rules are excluded from these restrictions.

The Series A-3 Preferred Stock is senior to the Company’s Common Stock and junior to the Company’s outstanding Series A-2 Preferred Stock with respect to liquidation preferences. The Certificate of Designation provides for customary anti-dilution protections and limitations on beneficial ownership.

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 28, 2025, the Company issued a press release announcing the offering of its Series A-3 Preferred Stock, as described in Item 1.01 of this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

In connection with the private placement of Series A-3 Preferred Stock described in Item 1.01 of this Current Report on Form 8-K, the Company’s issuance of Series A-3 Preferred Stock at a conversion price of $2.80 per share has triggered an automatic adjustment to the conversion price of the Company’s outstanding Series A-2 Convertible Preferred Stock issued on November 18, 2024, pursuant to the anti-dilution provisions set forth in the Certificate of Designation governing the Series A-2 Preferred Stock. As a result, the conversion price of the Series A-2 Preferred Stock has been reduced from $3.64 to $2.80 per share, effective as of July 28, 2025.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Unaudited pro forma balance sheet of Qualigen Therapeutics, Inc. as of March 31, 2025, giving effect to the private placement of Series A-3 Preferred Stock.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Preferred Stock, as filed with the Secretary of State of the State of Delaware on July 28, 2025.
10.1		Securities Purchase Agreement, dated July 28, 2025, by and among Qualigen Therapeutics, Inc. and the investors named therein.
10.2		Registration Rights Agreement, dated July 28, 2025, by and among Qualigen Therapeutics, Inc. and the investors named therein.
99.1*		Press Release dated July 28, 2025.
99.2		Unaudited Pro Forma Balance Sheet of Qualigen Therapeutics, Inc. as of March 31, 2025, giving effect to the July 2025 private placement of Series A-3 Preferred Stock.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

*The information contained in this Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

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: July 28, 2025	By:	/s/ Kevin Richardson II
	Name:	Kevin Richardson II
	Title:	Interim Chief Executive Officer

FAQ

How much capital did Qualigen Therapeutics (QLGN) raise in July 2025?

The company raised $4.5 million through the sale of 4,500 Series A-3 Preferred shares at $1,000 each.

What is the initial conversion price of the new Series A-3 Preferred Stock?

Each share converts at an initial $2.80 per common share, equal to the Nasdaq closing price on 25-Jul-25.

Will the conversion price of the A-3 Preferred adjust in the future?

Yes, it automatically resets to the lower issue price of future equity rounds, but not below the $1.40 floor, subject to Nasdaq rules.

How does this financing affect the existing Series A-2 Preferred Stock?

Anti-dilution provisions lowered the Series A-2 conversion price from $3.64 to $2.80 per share.

What will Qualigen use the proceeds for?

Net proceeds are earmarked for working capital; up to $500,000 may fund investor-relations services.

When will resale of the underlying common shares be registered?

QLGN must file a Form S-1 within 45 days of closing and seek rapid effectiveness thereafter.