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): March 25, 2024
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 $.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 1.02. Termination of a Material Definitive Agreement.
On March 25, 2024, as of March 16, 2024, we entered into a Termination Agreement with Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS Holdings”). The Termination Agreement terminated, without liability on either party, the License and Sublicense Agreement dated February 15, 2024 between us and Pan-RAS Holdings (the “License and Sublicense Agreement”).
The License and Sublicense Agreement had contemplated an exclusive out-license of our RAS inhibitors (“RAS”) drug development program, including our rights under the Exclusive License Agreement dated July 17, 2020, between our predecessor-in-interest and University of Louisville Research Foundation, Inc. (“ULRF”), as amended by Amendment 1 dated March 17, 2021, and by Amendment 2 dated June 15, 2023 (as so amended, the “License Agreement”). The License and Sublicense Agreement with Pan-RAS Holdings also contemplated an exclusive license to Pan-RAS Holdings of our own RAS program and its technology and know-how, and contemplated that we would effectuate a technology-transfer to Pan-RAS Holdings.
Although the License and Sublicense Agreement called for a closing by March 16, 2024, Pan-RAS Holdings had the right to terminate the License and Sublicense Agreement (for convenience and without liability) on or before March 16, 2024 if the closing had not already occurred by then. Therefore the License and Sublicense Agreement was in essence a 30-day option in favor of Pan-RAS Holdings. In the event, Pan-RAS Holdings was unable to effectuate the License and Sublicense Agreement closing by such March 16, 2024 date.
At the contemplated License and Sublicense Agreement closing, Pan-RAS Holdings would have paid us an upfront fee of $1,000,000 in cash. In addition, Pan-RAS Holdings would become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all milestone payments required by the License Agreement to be paid by us to ULRF. Pan-RAS Holdings would also have become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all running-royalty and minimum-royalty payments required by the License Agreement to be paid by us to ULRF.
Finally, if the contemplated License and Sublicense Agreement closing had occurred, Pan-RAS Holdings would have been required to pay to us for our own account, on a semiannual basis, royalties equal to 1.0% of net sales of any RAS products.
We would have owed certain amounts to ULRF under the License Agreement, if, as and when we received any Non-Royalty Sublicensing Income from Pan-RAS Holdings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Termination Agreement dated as of March 16, 2024 between the Company and Pan-RAS Holdings, Inc. | |
| 10.4 | 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: March 28, 2024 | By: | /s/ Michael S. Poirier |
| Michael S. Poirier, Chief Executive Officer | ||
Exhibit 10.1
TERMINATION AGREEMENT -
LICENSE AND SUBLICENSE AGREEMENT
Reference is made to that certain License and Sublicense Agreement (“Agreement”) entered into as of February 15, 2024 by Qualigen Therapeutics, Inc., a Delaware corporation (“QLGN”), on the one hand, and Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS”), on the other hand. QLGN and Pan-RAS are collectively referred to as the “Parties”.
This Termination Agreement (“Termination”) is entered into as of March 16, 2024 by the Parties.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree to terminate the Agreement effective on March 16, 2024.
This Termination may be executed and delivered in counterparts, each of which shall constitute an original document, but all of which shall constitute one and the same instrument, it being understood and agreed that delivery of a signed counterpart signature page to this Amendment by electronic mail attachment in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall constitute valid and sufficient delivery thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Termination to be executed and delivered so as to be effective on March 16, 2024.
| Qualigen Therapeutics, Inc. | ||
| By: | /s/ Michael Poirier | |
| Name: | Michael Poirier | |
| Title: | Chairman & CEO | |
| Pan-RAS Holdings, Inc. | ||
| By: | /s/ Paul Rachmuth | |
| Name: | Paul Rachmuth | |
| Title: | General Counsel | |