Qualigen Therapeutics Inc
For the period ended Dec 31, 2023. Filed Apr 8, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 8, 2024
FFR$0.89-1.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
1.Financial Statements. The following documents are included in Part II, Item 8 of this Annual Report and are incorporated by reference herein:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 23) | 33 |
| Financial Statements: | |
| Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 | 35 |
| Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2023 and Year Ended December 31, 2022 | 36 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2023 and Year Ended December 31, 2022 | 37 |
| Consolidated Statements of Cash Flows for the Year Ended December 31, 2023 and Year Ended December 31, 2022 | 38 |
| Notes to Consolidated Financial Statements | 39 |
2.Financial Statement Schedules. Financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
3.*Exhibits.*See EXHIBIT INDEX
EXHIBIT INDEX
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1 | Stock Purchase Agreement dated July 20, 2023 with Chembio Diagnostics, Inc., Biosynex, S.A. and Qualigen, Inc. | 8-K | 001-37428 | 2.1 | 7/26/2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc. | 8-K | 001-37428 | 3.1 | 7/1/2015 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | 8-K | 001-37428 | 3.1 | 9/15/2017 |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | 8-K | 001-37428 | 3.1 | 3/22/2018 |
| 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary of State on May 29, 2020 | 8-K | 001-37428 | 3.1 | 5/29/2020 |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse stock split] | 8-K | 001-37428 | 3.2 | 5/29/2020 |
| 3.6 | Certificate of Merger, filed with the Delaware Secretary of State on May 22, 2020 | 8-K | 001-37428 | 3.3 | 5/29/2020 |
| 3.7 | Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 | 8-K | 001-37428 | 3.4 | 5/29/2020 |
| 3.8 | Amended and Restated Bylaws of the Company, as of August 10, 2021 | 8-K | 001-37428 | 3.1 | 8/13/2021 |
| 3.9 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 21, 2022 | 8-K | 001-37428 | 3.1 | 11/22/2022 |
| 4.1 | Warrant, issued by the Company in favor of Alpha Capital Anstalt, dated May 22, 2020 | 8-K | 001-37428 | 10.13 | 5/29/2020 |
| 4.2 | Form of Warrant, issued by the Company in favor of GreenBlock Capital LLC and its designees, dated May 22, 2020 [post-Merger] | 8-K | 001-37428 | 10.10 | 5/29/2020 |
| 4.3 | Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated July 10, 2020 | 8-K | 001-37428 | 10.2 | 7/10/2020 |
| 4.4 | Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated August 4, 2020 | 8-K | 001-37428 | 10.3 | 8/4/2020 |
| 4.5 | “Two-Year” Common Stock Purchase Warrant for 1,348,314 shares in favor of Alpha Capital Anstalt, dated December 18, 2020 | 8-K | 001-37428 | 10.3 | 12/18/2020 |
| 4.6 | “Deferred” Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated December 18, 2020 | 8-K | 001-37428 | 10.4 | 12/18/2020 |
| 4.7 | Form of liability classified Warrant to Purchase Common Stock | 10-K | 001-37428 | 4.13 | 3/31/2021 |
| 4.8 | Form of “service provider” compensatory equity classified Warrant | 10-K | 001-37428 | 4.14 | 3/31/2021 |
| 4.9 | Description of Common Stock | 10-K/A | 001-37428 | 4.9 | 7/7/2023 |
| 4.10 | Amended and Restated Common Stock Purchase Warrant to GreenBlock Capital LLC, dated April 25, 2022 | 10-Q | 001-37428 | 4.15 | 5/13/2022 |
| 4.11 | Amended and Restated Common Stock Purchase Warrant to Christopher Nelson, dated April 25, 2022 | 10-Q | 001-37428 | 4.16 | 5/13/2022 |
| 4.12 | Common Stock Purchase Warrant for 2,500,000 shares in favor of Alpha Capital Anstalt, dated December 22, 2022 | 8-K | 001-37428 | 4.1 | 12/22/2022 |
| 10.1+ | Executive Employment Agreement, by and between Qualigen, Inc. and Michael Poirier, dated as of February 1, 2017 and as amended on January 9, 2018 | 8-K | 001-37428 | 10.1 | 5/29/2020 |
| 10.2+ | Executive Employment Agreement, by and between Qualigen, Inc. and Christopher Lotz, dated as of February 1, 2017 and as amended on January 9, 2018 | 8-K | 001-37428 | 10.2 | 5/29/2020 |
| 10.4+ | 2020 Stock Equity Incentive Plan | 8-K | 001-37428 | 10.20 | 5/29/2020 |
| 10.5+ | Standard template of Stock Option Agreement for use under 2020 Stock Incentive Plan | 8-K | 001-37428 | 10.1 | 6/11/2020 |
| 10.10 | Exclusive License Agreement (RAS) between the Company and University of Louisville Research Foundation, Inc., dated as of July 17, 2020 | 8-K | 001-37428 | 10.4 | 8/4/2020 |
| 10.11 | Amendment 1 to the Exclusive License Agreement (RAS), by and between Qualigen, Inc. and University of Louisville Research Foundation, Inc., dated March 16, 2021 | 10-K | 001-37428 | 10.11 | 5/2/2023 |
| 10.15 | Novation Agreement (RAS) among the Company, Qualigen, Inc. and University of Louisville Research Foundation, Inc. dated January 30, 2021 | 10-Q | 001-37428 | 10.1 | 5/14/2021 |
| 10.17+ | Hire offer letter from the Company to Tariq Arshad, dated April 22, 2021 | 10-Q | 001-37428 | 10.1 | 8/16/2021 |
| 10.20 | License Agreement with UCL Business Limited dated January 12, 2022 | 10-K | 001-37428 | 10.55 | 3/31/2022 |
| 10.21 | First Deed of Variation to License Agreement with UCL Business Limited dated March 30, 2022 | 10-K | 001-37428 | 10.21 | 5/2/2023 |
| 10.22 | Series B Preferred Share Purchase Agreement between the Company and NanoSynex Ltd. dated April 29, 2022 | 10-Q | 001-37428 | 10.1 | 5/13/2022 |
| 10.23 | Share Purchase Agreement between the Company and Alpha Capital Anstalt dated April 29, 2022 | 10-Q | 001-37428 | 10.2 | 5/13/2022 |
| 10.24 | Master Agreement for the Operational and Technological Funding of NanoSynex between Qualigen Therapeutics, Inc. and NanoSynex Ltd., dated May 26, 2022 | 8-K | 001-37428 | 10.1 | 6/2/2022 |
| 10.25+ | Qualigen Therapeutics, Inc. 2022 Employee Stock Purchase Plan | 10-Q | 001-37428 | 10.1 | 11/14/2022 |
| 10.26+ | Amendment No. 2 to the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc. | 8-K | 001-37428 | 10.1 | 11/22/2022 |
| 10.27+ | Amendment No. 1 to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc. | 8-K | 001-37428 | 10.2 | 11/22/2022 |
| 10.28 | Securities Purchase Agreement, dated December 21, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt | 8-K | 001-37428 | 10.1 | 12/22/2022 |
| 10.29 | 8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha Capital Anstalt | 8-K | 001-37428 | 10.2 | 12/22/2022 |
| 10.30 | Registration Rights Agreement, dated December 22, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt | 8-K | 001-37428 | 10.3 | 12/22/2022 |
| 10.31+ | Letter to Michael Poirier, dated January 13, 2023, regarding compensatory changes | 10-K | 001-37428 | 10.31 | 5/2/2023 |
| 10.32+ | Letter to Amy Broidrick, dated January 13, 2023, regarding compensatory changes | 10-K | 001-37428 | 10.32 | 5/2/2023 |
| 10.33+ | Letter to Tariq Arshad, dated January 13, 2023, regarding compensatory changes | 10-K | 001-37428 | 10.33 | 5/2/2023 |
| 10.34 | Amendment No. 1 with regard to Securities Purchase Agreement dated December 5, 2023 with Alpha Capital Anstalt | 8-K | 001-37428 | 10.1 | 12/7/2023 |
| 10.35 | Amendment and Settlement Agreement dated July 19, 2023 with NanoSynex, Ltd. | 8-K | 001-37428 | 10.1 | 7/26/2023 |
| 10.36+ | Separation Agreement and General Release dated June 20, 2023 with Amy Broidrick | 10-Q | 001-37428 | 10.1 | 8/14/2023 |
| 14.1 | Code of Business Conduct and Ethics | 8-K | 001-37428 | 14.1 | 5/29/2020 |
| 21.1* | Subsidiaries of the Registrant | ||||
| 23.1* | Consent of Baker Tilly US, LLP, independent registered public accounting firm | ||||
| 24.1 | Power of Attorney (included on signature page) | ||||
| 31.1 | Certificate of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certificate of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Clawback Policy |
| 101.INS# | Inline XBRL Instance Document. |
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed or furnished herewith.
** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished to the SEC upon request.
- Indicates management contract or compensatory plan or arrangement.
XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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