QLGN completes $4.5M Rule 506(b) offering; 14 investors subscribed

Rhea-AI Filing Summary

Qualigen Therapeutics, Inc. filed a Form D reporting a completed Regulation D offering that raised $4,500,000 in equity securities. The offering consisted of convertible preferred stock that can convert into common shares and was conducted under Rule 506(b). The issuer reports 14 investors and indicates the total offering amount sold equals the offering amount, with $0 remaining to be sold. The company listed no sales commissions or finders' fees (estimated) and stated $0 of gross proceeds will be used for payments to named executive officers or directors (estimate). The issuer declined to disclose revenue/net asset size. The offering was not part of a business combination and the issuer named Univest Securities LLC as the associated broker-dealer.

Positive

• $4,500,000 raised and fully sold, indicating successful completion of the offering
• Convertible preferred stock structure provides flexibility in future capitalization
• No estimated sales commissions or finders' fees, preserving gross proceeds
• Estimated $0 to named officers/directors, suggesting proceeds were not directed to insiders

Negative

• Issuer declined to disclose revenue or aggregate net asset value, reducing transparency
• Limited operational detail in the filing prevents assessment of how proceeds affect runway or dilution
• Only 14 investors reported, which may indicate concentrated investor base (limited diversification)

Insights

Securities Analyst

TL;DR: Small Reg D equity raise of $4.5M completed; limited disclosure on company size reduces visibility for investors.

Qualigen completed a Regulation D 506(b) equity issuance totaling $4.5M via convertible preferred shares, fully subscribed across 14 investors. The absence of disclosed revenue or aggregate net asset value constrains assessment of dilution impact and runway extension from the proceeds. Zero sales commissions and an explicit estimate of no payments to named insiders are favorable for maximizing capital retained by the company. Overall, the filing documents a routine private capital raise but provides limited operating context.

Corporate Governance Expert

TL;DR: Governance disclosure is adequate for a Form D, but material company metrics were declined, limiting investor oversight.

The Form D lists executive officers and directors and identifies the offering structure and broker-dealer. It discloses that proceeds were not earmarked for payments to listed insiders (estimate) and reports no sales commissions, which supports capital preservation. However, the issuer's choice to decline disclosure of revenue/aggregate net asset value reduces transparency about company scale and the relative materiality of the $4.5M raise. This limits stakeholders' ability to evaluate governance and financial need.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001460702

RITTER PHARMACEUTICALS INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Qualigen Therapeutics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Qualigen Therapeutics, Inc.
Street Address 1		Street Address 2
5857 OWENS AVENUE		SUITE 300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CARLSBAD	CALIFORNIA	92008	(760) 452-8111

3. Related Persons

Last Name	First Name	Middle Name
Richardson II	Kevin
Street Address 1	Street Address 2
5857 Owens Avenue	Suite 300
City	State/Province/Country	ZIP/PostalCode
Carlsbad	CALIFORNIA	92008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Becher	Campbell
Street Address 1	Street Address 2
5857 Owens Avenue	Suite 300
City	State/Province/Country	ZIP/PostalCode
Carlsbad	CALIFORNIA	92008

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lichti	Braeden
Street Address 1	Street Address 2
5857 Owens Avenue	Suite 300
City	State/Province/Country	ZIP/PostalCode
Carlsbad	CALIFORNIA	92008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lim	Robert	B.
Street Address 1	Street Address 2
5857 Owens Avenue	Suite 300
City	State/Province/Country	ZIP/PostalCode
Carlsbad	CALIFORNIA	92008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Price	Cody
Street Address 1	Street Address 2
5857 Owens Avenue	Suite 300
City	State/Province/Country	ZIP/PostalCode
Carlsbad	CALIFORNIA	92008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Convertible Preferred Stock can convert to underlying shares of Common Stock

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Univest Securities LLC	000036105
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
75 ROCKEFELLER PLAZA	SUITE 1838
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ARIZONA MINNESOTA NEBRASKA NEVADA NEW YORK UTAH

13. Offering and Sales Amounts

Total Offering Amount	$4,500,000	USD	or Indefinite
Total Amount Sold	$4,500,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

14

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

No sales commission or finder's fees

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Qualigen Therapeutics, Inc.	/s/ Kevin Richardson II	Kevin Richardson II	Interim Chief Executive Officer and Chief Financial Officer	2025-08-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Qualigen Therapeutics (QLGN) raise in this Form D filing?

The offering raised $4,500,000, and the filing shows $0 remaining to be sold.

What type of securities were offered in Qualigen's Form D (QLGN)?

The filing states the offering was equity, specifically convertible preferred stock that can convert to common stock.

Under which exemption was Qualigen's offering conducted?

The offering was conducted under Rule 506(b) of Regulation D.

How many investors participated in Qualigen's offering?

The filing reports a total of 14 investors have invested in the offering.

Were there sales commissions or payments to insiders reported for QLGN's offering?

The filing indicates $0 in sales commissions and finders' fees (estimated) and an estimated $0 of gross proceeds used for payments to named executive officers or directors.

Did Qualigen disclose its revenue or net asset size in the Form D?

No; the issuer checked Decline to Disclose for revenue and aggregate net asset value.