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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): November 16, 2022
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.) |
2042
Corte Del Nogal, Carlsbad, California 92011
(Address
of principal executive offices) (Zip Code)
(760)
918-9165
(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 $.001 per share |
|
QLGN |
|
The
Nasdaq Capital Market of 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
3.03. Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment
No. 2 to 2020 Stock Incentive Plan
On
November 16, 2022, the board of directors of Qualigen Therapeutics, Inc. (the “Company”) approved an amendment (the “Plan
Amendment”) to the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc. (the “2020 Plan”), which will become effective
November 23, 2022 at 12:01 a.m, Eastern Time in connection with the Reverse Stock Split (as defined below). The Plan Amendment ratably
adjusted the aggregate number of shares of common stock, par value $0.001 per share (the “Common Stock”), issuable
under the 2020 Plan to reflect the Reverse Stock Split. Equity and equity-based awards outstanding under the 2020 Plan will also
be ratably adjusted to reflect the Reverse Stock Split.
The
description of the Plan Amendment contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Plan
Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Amendment
No. 1 to 2022 Employee Stock Purchase Plan
On
November 16, 2022, the board of directors of the Company approved an amendment (the “ESPP Amendment”) to the 2022 Employee
Stock Purchase Plan of Qualigen Therapeutics, Inc. (the “2022 ESPP”), which will become effective November 23, 2022 at 12:01
a.m, Eastern Time in connection with the Reverse Stock Split (as defined below). The ESPP Amendment ratably adjusted the aggregate number
of shares of Common Stock issuable under the 2022 ESPP to reflect the Reverse Stock Split.
The
description of the ESPP Amendment contained in this Item 5.02 is qualified in its entirety by reference to the full text of the ESPP
Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 21, 2022, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended
(the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse
Stock Split”) of the Company’s issued and outstanding Common Stock, effective November 23, 2022 at 12:01 a.m., Eastern Time
(the “Effective Time”).
The
Reverse Stock Split was approved by the Company’s stockholders at the Company’s reconvened annual meeting of stockholders
held on October 28, 2022, at a ratio of not less than 1-for-5 and not greater than 1-for-10, with the exact ratio, if approved and effected
at all, to be set within that range at the discretion of the board of directors. On November 22, 2022, the Company announced that its
board of directors had set a ratio of 1-for-10 for the Reverse Stock Split.
The
Amendment provides that at the Effective Time, every 10 shares of the Company’s issued and outstanding Common Stock immediately
prior to the Effective Time, will automatically be reclassified, without any action on the part of the holder thereof, into one share
of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled
to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Equiniti
Trust Company is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock
certificates regarding the exchange of certificates for Common Stock, should they wish to do so. Stockholders who hold their shares in
brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
Commencing
on November 23, 2022, trading of the Company’s Common Stock will continue on the Nasdaq Capital Stock Market on a reverse stock
split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 74754R 202.
The
foregoing description of the Amendment does not purpose to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Item
7.01. Regulation FD Disclosure.
The
Company announced the matters described in Item 5.03 above in a press release entitled “Qualigen Therapeutics Announces 1-for-10
Reverse Stock Split” on November 22, 2022.
The
information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and 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 the information in this Item 7.01 (including Exhibit 99.1 attached hereto) be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
November 22, 2022 |
By: |
/s/
Michael S. Poirier |
| |
|
Michael
S. Poirier, Chief Executive Officer |
Exhibit
3.1
QUALIGEN
THERAPEUTICS, INC.
CERTIFICATE
OF AMENDMENT
TO
THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Qualigen
Therapeutics, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law
of the State of Delaware (the “DGCL”), does hereby certify that:
1.
The name of the corporation is Qualigen Therapeutics, Inc.
2. This
Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s
Amended and Restated Certificate of Incorporation first filed with the Secretary of State of Delaware on September 16, 2008, as
amended (the “Certificate of Incorporation”).
3.
Article IV, Subsection A of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“(A)
The total number of shares of stock that the Corporation shall have authority to issue is Two Hundred Forty Million (240,000,000), consisting
of Two Hundred Twenty-Five Million (225,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”),
and Fifteen Million (15,000,000) shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).
Effective
12:01 A.M., Eastern Time (the “Effective Time”), on November 23, 2022 (the “Effective Date”) pursuant to the
Delaware General Corporation Law and this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each ten (10)
shares of Common Stock issued and outstanding immediately prior to the Effective Time on the Effective Date shall, automatically and
without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse
Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would
be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s
transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares
in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as
defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported
on the Nasdaq Capital Market on the Effective Date, by (b) the fraction of one share owned by the stockholder. Each certificate that
immediately prior to the Effective Time on the Effective Date represented shares of Common Stock (“Old Certificates”), shall
thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall
have been combined, subject to the elimination of fractional share interests as described above.”
4.
This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 21st day
of November, 2022.
| |
QUALIGEN
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Michael Poirier |
| |
Name: |
Michael
Poirier |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
NO. 2
to the
2020 STOCK INCENTIVE PLAN
of
QUALIGEN THERAPEUTICS, INC.
(Effective
November 23, 2022)
This
Amendment No. 2 (this “Amendment”) to the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc. (the “Company”)
is hereby adopted by the Board of Directors of the Company (the “Board”), effective as of the date first referenced
above.
WHEREAS,
the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc. (the “Plan”) was adopted by the Board on behalf
of the Company on April 8, 2020;
WHEREAS,
the Plan was subsequently amended by the Company’s stockholders on August 9, 2021;
WHEREAS,
as of the date first set forth above, the Company has effectuated a 1-for-10 reverse stock split (the “Reverse Split”)
of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”);
WHEREAS,
pursuant to Section 3.5 of the Plan, if the number of outstanding shares of Common Stock (the “Shares”) is
changed by a stock dividend, extraordinary dividends or distributions (whether in cash, shares or other property, other than a regular
cash dividend) recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, spin-off or similar change
in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance and future grant under
the Plan set forth in Section 3.1 of the Plan, (b) the exercise prices of and number of Shares subject to outstanding Options and Stock
Appreciation Rights; (c) the number of Shares subject to other outstanding Awards; (d) the maximum number of shares that may be issued
as incentive stock options (“ISOs”) set forth in Section 3.4 of the Plan; and (e) the number of Shares that may be granted
as Awards to Non-Employee Directors as set forth in Article 10 of the Plan, will be proportionately adjusted, subject to any required
action by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that fractions of
a Share will not be issued.; and
WHEREAS,
the Board wishes to amend the Plan to make certain adjustments contemplated by Section 3.5 of the Plan to reflect the Reverse Split.
NOW,
THEREFORE, BE IT RESOLVED,
| 1. |
Section
3.1 of the Plan is hereby amended to change the total number of Shares reserved and available for grant and issuance pursuant to
the Plan from 7,557,157 to 755,715. |
| |
|
| 2. |
Section
3.4 of the Plan is hereby amended to change the Shares that may be issued pursuant to the exercise of ISOs from 98,000,000 to 9,800,000. |
| |
|
| 3. |
Except
as modified herein, all terms and conditions of the Plan shall remain in full force and effect. |
| |
|
| 4. |
This
Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to
conflicts of law. |
| |
|
| 5. |
If
any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not be affected thereby. |
Exhibit
10.2
AMENDMENT
NO. 1
to the
2022 EMPLOYEE STOCK PURCHASE PLAN
of
QUALIGEN
THERAPEUTICS, INC.
(Effective
November 23, 2022)
This
Amendment No. 1 (this “Amendment”) to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc.
(the “Company”) is hereby adopted by the Board of Directors of the Company (the “Board”),
effective as of the date first referenced above.
WHEREAS,
the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc. (the “ESPP”) was adopted by the Board
on behalf of the Company on July 8, 2022 and approved by the Company’s stockholders on August 25, 2022;
WHEREAS,
as of the date first set forth above, the Company has effectuated a 1-for-10 reverse stock split (the “Reverse Split”)
of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”);
WHEREAS,
pursuant to Section 8.1 of the ESPP, in the event of any stock dividend, stock split, combination or reclassification of shares, merger,
consolidation, spin-off, recapitalization, distribution of Company assets to stockholders (other than normal cash dividends), or any
other similar corporate event affecting the Common Stock, the Administrator of the ESPP may make such proportionate adjustments, if any,
as the Administrator in its sole discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and
type of shares of Common Stock (“Shares”) (or other securities or property) that may be issued under the Plan
(including, but not limited to, adjustments to the limitations in Section 3.1 of the ESPP), (b) the purchase price with respect to any
outstanding rights, and (c) the class(es) and number of shares of Common Stock and price per share of Common Stock subject to outstanding
rights; and
WHEREAS,
the Board wishes to amend the ESPP to make certain adjustments contemplated by Section 8.1 of the ESPP to reflect the Reverse Split.
NOW,
THEREFORE, BE IT RESOLVED,
| 1. |
Section
3.1 of the ESPP is hereby amended to change the aggregate number of Shares that may be issued pursuant to rights granted under the
Plan from 1,000,000 to 100,000; provided, however, that commencing on January 1, 2024 and on each January 1 thereafter during the
term of the ESPP, the number of Shares reserved and available for issuance under the ESPP shall be increased by the lesser of (a)
1.0% of the number of outstanding Shares as of December 31 of the preceding calendar year or (b) such lesser number of Shares as
determined by the Administrator. Section 3.1 is also amended to change the maximum aggregate number of Shares that may be issued
or transferred pursuant to rights granted under the ESPP from 1,200,000 to 120,000. |
| |
|
| 2. |
Except
as modified herein, all terms and conditions of the Plan shall remain in full force and effect. |
| |
|
| 3. |
This
Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to
conflicts of law. |
| |
|
| 4. |
If
any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not be affected thereby. |
Exhibit 99.1
Qualigen Therapeutics, Inc. Announces 1-for-10 Reverse
Stock Split
Action to comply with continued listing requirements
for Nasdaq Capital Market
CARLSBAD, Calif., November 22, 2022 — Qualigen
Therapeutics, Inc. (Nasdaq: QLGN Qualigen Therapeutics, Inc.), a diversified life sciences company
focused on developing treatments for adult and pediatric cancers with potential for Orphan Drug Designation, while also commercializing
diagnostics, today announces that its board of directors (the “Board”) has approved a 1-for-10 reverse stock split
of the Company’s common stock. The reverse stock split will become effective at 12:01 am ET on November 23, 2022 and begin
trading on a split-adjusted basis at the market open on November 23, 2022 with the new CUSIP number 74754R 202.
The Company is implementing the reverse stock split
to enable it to regain compliance with the Nasdaq $1.00 minimum bid price requirement.
The reverse stock split was approved by the Company’s
stockholders at the Company’s reconvened 2022 Annual Meeting, held on October 28, 2022, at a ratio of not less than 1-for-5 and
not greater than 1-for-10, with the exact ratio, if approved and effected at all, to be set within that range at the discretion of the
Board.
As a result of the reverse stock split, every 10 shares
of the Company’s common stock issued and outstanding will be automatically reclassified into one share of common stock. No fractional
shares will be issued in connection with the reverse split. Stockholders will be entitled to a cash payment in lieu of any fractional
shares.
All outstanding stock options, warrants, and equity
incentive plans will be proportionately adjusted. The exercise prices of outstanding stock options and warrants, and shares reserved under
the Company’s equity incentive plans will be adjusted in accordance with their respective terms. The reverse stock split will affect
all stockholders uniformly and will not affect any stockholder’s ownership percentage of Company shares, with the exception of those stockholders
receiving cash in lieu of fractional shares.
Equiniti Trust Company (“Equiniti”) is
acting as the exchange agent and transfer agent for the reverse stock split. Equiniti will provide instructions to stockholders with physical
certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form” and
receiving payment for fractional shares, if any. Those stockholders who hold common stock in “street name” will receive instructions
from their brokers.
“The reverse stock split is of paramount importance
to Qualigen as it is the means by which our stock remains on the Nasdaq Capital Market and furthers our ability to meet our financial
needs to execute on our various development programs,” commented Michael Poirier, Qualigen’s Chairman and CEO. “We are
grateful to our stockholders who recognize this value, and who support our innovative therapeutic programs for rare cancers, including
our lead program QN-302, targeted to become clinical stage in 2023. We look forward to the opportunity to achieve more important milestones
and to report back to our stockholders as we make progress.”
About Qualigen Therapeutics, Inc.
Qualigen Therapeutics, Inc.
is a diversified life sciences company focused on developing treatments for adult and pediatric cancer, as well as maintaining and expanding
its core FDA-cleared FastPack ® System, which has been used successfully in diagnostics for over 20 years. Our investigational
QN-302 compound is a small molecule selective transcription inhibitor with strong binding affinity to G4s prevalent in cancer cells; such
binding could, by stabilizing the G4s against “unwinding,” help inhibit cancer cell proliferation. The investigational compounds
within Qualigen’s family of RAS oncogene protein-protein interaction inhibitor small molecules are believed to inhibit or block
the binding of mutated RAS genes’ proteins to their effector proteins, thereby leaving the proteins from the mutated RAS unable
to cause further harm. In theory, such mechanism of action may be effective in the treatment of about one quarter of all cancers, including
certain forms of pancreatic, colorectal, and lung cancers. Our investigational QN-247 compound inhibits nucleolin, a key multi-functional
regulatory protein that is overexpressed in cancer cells; QN-247 may thereby be able to inhibit the cells’ proliferation. QN-247
has shown promise in preclinical studies for the treatment of acute myeloid leukemia (AML). In addition to its oncology drug pipeline,
Qualigen has an established diagnostics business which manufactures and distributes proprietary and highly accurate rapid blood testing
systems to physician offices and small hospitals for the management of prostate cancer and other diseases and health conditions.
For more information about
Qualigen Therapeutics, Inc., please visit www.qualigeninc.com.
Contact:
Jules Abraham
JQA Partners, Inc.
917-885-7378
jabraham@jqapartners.com
Source: Qualigen Therapeutics,
Inc.