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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): August 21, 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
August 21, 2025, Qualigen Therapeutics, Inc. (the “Company”) entered into an Amended and Restated Secured Demand Promissory
Note (the “Amended Note”) with Marizyme, Inc. (“Marizyme”), which amends and restates in its entirety the terms
of the prior secured promissory note originally issued by Marizyme to the Company on July 12, 2024, in the original principal amount
of $1,250,000 (as previously amended, the “Prior Note”).
The
Amended Note has a principal balance of $4,451,462.18, which represents (i) the outstanding balance of the Prior Note, (ii) accrued and
unpaid interest thereon, and (iii) an additional advance of $216,000 made by the Company to Marizyme on the date of the Amended Note.
The Amended Note bears interest at a rate of 18% per annum, with all accrued interest and the full principal balance due in a single
balloon payment on August 21, 2026 (subject to earlier demand upon an event of default). The Company has agreed to conditionally forbear
from demanding payment for 365 days following the date of the Amended Note, unless an event of default occurs. Upon default, the interest
rate increases by 5% per annum.
In
connection with the Amended Note, on August 21, 2025, Marizyme and the Company also entered into a Security Agreement (the “Security
Agreement”), pursuant to which Marizyme granted the Company a security interest in substantially all of its assets, including accounts,
equipment, intellectual property, general intangibles, inventory, and proceeds thereof, to secure Marizyme’s obligations under
the Amended Note and related agreements.
The
foregoing summaries of the Amended Note and the Security Agreement do not purport to be complete and are subject to, and qualified in
their entirety by, the full text of the Amended Note and the Security Agreement, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The
foregoing summary of the Amended Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Amended Note, a copy of which (including the Security Agreement) is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amended Note and Security Agreement is incorporated
herein by reference.
Item
8.01 Other Information.
As
previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025, the Company consummated
on July 28, 2025 a private placement of 4,500 shares of its 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, resulting in net proceeds
of $4,257,937.50.
A
pro forma balance sheet as of June 30, 2025, giving effect to the consummation of the private placement and the Amended Note described
in Item 1.01 of this Current Report on Form 8-K, is filed as Exhibit 99.1 to this report. The Company believes the pro forma balance
sheet reflects its financial position on a pro forma basis as of June 30, 2025. As of the date of this report, the Company believes its
total shareholders’ equity is more than $2.5 million.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amended and Restated Secured Demand Promissory Note (including Security Agreement), dated August 21, 2025, by and between Marizyme, Inc. and Qualigen Therapeutics, Inc. |
| 99.1 |
|
Pro forma balance sheet of Qualigen Therapeutics, Inc. as of June 30, 2025, giving effect to the private placement and the Amended Note |
| 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:
August 27, 2025 |
By: |
/s/
Kevin Richardson II |
| |
Name: |
Kevin
Richardson II |
| |
Title: |
Interim
Chief Executive Officer |
