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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): October 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 25, 2024, Qualigen Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider the proposals described in the Company’s definitive proxy statement and supplement filed with the Securities and Exchange Commission on September 10, 2024 and October 9, 2024 (the “Proxy Statement”). The final results for each of the matters voted on at the Annual Meeting were as follows:

 

1. Election of the Director Nominees:

 

    Votes For   Votes Against   Votes Withheld   Broker Non-Votes
Robert Lim   14,657,957   0   270,500   2,680,191
Campbell Becher   14,637,828   0   290,629   2,680,191
Cody Price   14,673,820   0   254,637   2,680,191
Kevin A. Richardson, II   14,306,565   0   621,892   2,680,191
Braeden Lichti   14,309,821   0   618,636   2,680,191

 

Each director nominee was elected to serve as a director until the Company’s annual meeting of stockholders in 2025, or until such person’s successor is duly elected and qualified or until such person’s earlier resignation, death, or removal.

 

2. Proposal to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

Votes For   Votes Against   Votes Abstaining
17,030,627   546,005   32,016

 

The proposal was approved.

 

3. Proposal to approve an amendment to our amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our outstanding shares of common stock at a reverse stock split ratio ranging from 10:1 to 50:1, inclusive, as determined by the board of directors;

 

Votes For   Votes Against   Votes Abstaining
16,165,754   1,435,884   7,010

 

The proposal was approved.

 

4. Proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies:

 

Votes For   Votes Against   Votes Abstaining
16,196,305   1,391,572   20,771

 

The proposal was approved.

 

5. Proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance to Alpha Capital Anstalt (“Alpha”) of more than 20% of the Company’s issued and outstanding common stock pursuant to the terms and conditions of (a) the 8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha, and (b) the Company’s common stock purchase warrant dated December 22, 2022 issued to Alpha:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes
14,562,299   347,563   18,595   2,680,191

 

The proposal was approved.

 

6. Proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes
14,540,812   297,422   90,223   2,680,191

 

The proposal was approved.

 

 

 

 

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: October 29, 2024 By: /s/ Kevin A. Richardson II
    Kevin Richardson II, Interim Chief Executive Officer

 

 

 

 

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Oct. 25, 2024
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Document Type 8-K
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Document Period End Date Oct. 25, 2024
Entity File Number 001-37428
Entity Registrant Name Qualigen Therapeutics, Inc.
Entity Central Index Key 0001460702
Entity Tax Identification Number 26-3474527
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 5857 Owens Avenue
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Carlsbad
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92008
City Area Code (760)
Local Phone Number 452-8111
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol QLGN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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