QUALIGEN
THERAPEUTICS, INC.
5857
Owens Avenue, Suite 300
Carlsbad,
CA 92008
(760)
452-8111
September
24, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, N.E.
Washington,
D.C. 20549
| Re: |
Qualigen
Therapeutics, Inc. – Request for Withdrawal of Registration Statement on Form S-1 (File No. 333-282820), pursuant to Rule 477
of the Securities Act of 1933, as amended |
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Qualigen Therapeutics, Inc., a Delaware
corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”)
consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration
Statement on Form S-1, together with all exhibits thereto (collectively, the “Registration Statement”). The
Registration Statement was filed with the Commission on October 24, 2024.
The
Registration Statement has not been declared effective and no securities have been or will be sold thereunder. The Company is requesting
withdrawal of the Registration Statement because it has elected not to proceed with the proposed offering of shares of common stock and
pre-funded warrants at this time. Accordingly, the Company submits that withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.
The
Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection
with the filing of the Registration Statement be credited to the account of the Company for future use.
Pursuant
to Rule 418 under the Securities Act, to the extent applicable, the Company requests that all materials provided supplementally to the
Commission be returned to the Company.
Please
direct any comments or questions regarding this filing to our counsel, Ross Carmel, Esq., Sichenzia Ross Ference Carmel LLP, at (646)
838-1310.
| Very truly yours, |
|
| |
|
|
| Qualigen Therapeutics, Inc. |
|
| |
|
|
| By: |
/s/
Kevin Richardson II |
|
| |
Kevin
Richardson II, Interim Chief Executive Officer |
|
| cc: |
Ross
Carmel, Esq., Sichenzia Ross Ference Carmel LLP |
