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

Rhea-AI Filing Summary

On 23 Jul 2025 Qualigen Therapeutics (Nasdaq:QLGN) received a Nasdaq notice that its stockholders’ equity, as reported in the 31 Mar 2025 Form 10-Q, fell below the $2.5 million minimum required by Listing Rule 5550(b)(1). On 24 Jul 2025 Nasdaq’s Office of the General Counsel granted an extension after reviewing the company’s compliance plan and a pro-forma balance sheet reflecting a $4.5 million private placement of Series A-3 preferred stock, which would raise equity above the threshold.

Nasdaq accepted the plan, giving the company up to 12 months to evidence sustained compliance. Management is working to maintain the Nasdaq Capital Market listing but offers no assurance of success. Supporting materials include a press release dated 28 Jul 2025 (Ex. 99.1) and an unaudited pro-forma balance sheet (Ex. 99.2).

Positive

• Nasdaq granted an extension after accepting the company’s compliance plan.
• $4.5 million private placement raises pro-forma stockholders’ equity above the $2.5 million threshold.

Negative

• Nasdaq non-compliance notice issued due to equity falling below the required level.
• Ongoing delisting risk; management cannot guarantee future compliance beyond the extension period.

Insights

Financial Analyst

TL;DR: Nasdaq deficiency offset by extension and $4.5 M raise; near-term listing secured, long-term compliance still at risk.

The notice signals weak equity capitalization, a credit-negative indicator for investors. However, the private placement lifts pro-forma equity above the rule and secures an extension, reducing immediate delisting risk and preserving liquidity access tied to Nasdaq status. Future compliance will hinge on additional capital or operating improvements over the next 12 months. Overall impact is neutral: risk elevated, but actionable remediation underway.

Regulatory Compliance Specialist

TL;DR: Company receives breathing room; must deliver equity stability to satisfy Nasdaq over next year.

Nasdaq’s acceptance of the compliance plan demonstrates adequate disclosure and timely response, yet the extension is conditional. Any failure to maintain equity >$2.5 M will reignite delisting proceedings. Investors should monitor quarterly filings for equity levels and confirm consummation of the preferred stock financing. The filing is impactful because listing status directly affects share liquidity and institutional eligibility, but the current outcome is neither clearly positive nor negative.

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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 23, 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 July 23, 2025, Qualigen Therapeutics, Inc. (the “Company”) received a written notice from the Nasdaq Listing Qualifications Department stating that, as reflected in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company no longer satisfies the minimum $2.5 million stockholders’ equity requirement for continued listing under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).

On July 24, 2025, the Company received a follow-up communication from the Office of the General Counsel of Nasdaq confirming that Nasdaq had granted the Company’s request for an extension to regain compliance. Nasdaq acknowledged that:

The Company timely filed its Quarterly Report on Form 10-Q on or before the required deadline of July 21, 2025;

The Company has demonstrated compliance with the Equity Rule on a pro forma basis following the closing of a $4.5 million private placement of Series A-3 Preferred Stock, before customary fees and expenses; and

The Company submitted a compliance plan outlining how it intends to meet the applicable continued listing standards for the next 12 months, which Nasdaq has reviewed and accepted.

The Company is actively working to maintain its listing on the Nasdaq Capital Market but can provide no assurance that it will be able to maintain continued compliance with all applicable listing standards.

A pro forma balance sheet as of March 31, 2025, reflecting compliance with the Equity Rule assuming the private placement had closed as of that date, is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On July 28, 2025, the Company issued a press release providing an update regarding its communications with Nasdaq and its continued listing status. A copy of the press release is attached 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 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1*		Press Release dated July 28, 2025
99.2		Pro Forma Balance Sheet as of March 31, 2025 (unaudited)

*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

Why did Nasdaq issue a non-compliance notice to QLGN?

Qualigen’s stockholders’ equity dropped below the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1).

What is the amount of Qualigen Therapeutics’ recent equity raise?

The company completed a $4.5 million private placement of Series A-3 preferred stock.

Has Nasdaq delisted QLGN shares?

No. Nasdaq granted an extension after reviewing the company’s compliance plan and pro-forma equity levels.

How long does QLGN have to regain full compliance?

Nasdaq accepted a plan that allows up to 12 months for the company to demonstrate sustained compliance.

Where can investors find the pro-forma balance sheet?

The unaudited pro-forma balance sheet is filed as Exhibit 99.2 to this Form 8-K.