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Qualigen Therapeutics Inc

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

FFR$0.89+14.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-14.

0001493152-24-032161

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001493152-24-045921

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 120 current paragraphs.

71 unchanged; 29 reworded; 17 added; 14 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 18 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

As a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, as of September 30, 2024 the Company no longer had sufficient shares to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion (2,314 warrant shares) was reclassified to liabilities (see Note 7 Warrant Liabilities and Note 12 - Stockholders’ Equity).

Current report

In addition, we issued 7,842 shares of common stock with a fair value of approximately $61,000, upon Alpha’s partial voluntary conversion of the 2024 Alpha Debenture at a weighted average share price of $6.50. Upon conversion to shares, we recognized a loss on voluntary conversion of convertible debt into common stock of approximately $29,000.

Current report

During the three months ended September 30, 2024, we settled $395,000 of our outstanding accounts payable for a gain of $348,000. No such events in 2023.

Current report

Income from discontinued operations during the three months ended September 30, 2024 was $0 compared to loss from discontinued operations of approximately $160,000 during the three months ended September 30, 2023. Of the $160,000 income from discontinued operations during the three months ended September 30, 2023, approximately $91,000 was due to net income from our former Qualigen, Inc. subsidiary, and $69,000 in income from NanoSynex, inclusive of a $150,000 benefit in provision for income taxes. The $912,000 loss from discontinued operations during the three months ended September 30, 2022 consisted of approximately $422,000 from our former Qualigen, Inc. subsidiary and approximately $489,000 from NanoSynex.

Current report

In addition, the Company recorded a loss of approximately $0.6 million on disposal of discontinued operations during the three months ended September 30, 2023, and $0 during the three months ended September 30, 2024. The loss during the three months ended September 30, 2023 consisted of approximately $4.5 million from deconsolidation of NanoSynex, offset by a gain of approximately $3.9 million from the sale of the Company’s former Qualigen, Inc. subsidiary.

Current report

Comparison of the Nine Months Ended September 30, 2024 and 2023

Current report

(Gain) Loss on Voluntary Conversion of Convertible Debt Into Common Stock

Current report

During the nine months ended September 30, 2024, we issued 7,842 shares of common stock with a fair value of approximately $61,000, upon Alpha’s partial voluntary conversion of the 2024 Alpha Debenture at a weighted average share price of $6.50. Upon conversion to shares, we recognized a loss on voluntary conversion of convertible debt into common stock of approximately $29,000.

Current report

During the three months ended September 30, 2024, we settled $395,000 of our outstanding accounts payable for a gain of $348,000. No such events in 2023.

Current report

Loss on fixed asset disposal during the nine months ended September 30, 2024 was $0, compared to approximately $22,000 due to a write off of equipment during the nine months ended September 30, 2023.

Current report

In addition, the Company recorded a loss of approximately $0.6 million on disposal of discontinued operations during the nine months ended September 30, 2023, and $0 during the nine months ended September 30, 2024. This loss consisted of approximately $4.5 million from deconsolidation of NanoSynex, offset by a gain of approximately $3.9 million from the sale of our former Qualigen, Inc. subsidiary (See Note 5 - Discontinued Operations).

Current report

During the nine months ended September 30, 2023, net cash provided by investing activities was approximately $4.0 million from discontinued operations, due to $4.7 million in proceeds received from the sale of Qualigen, Inc., offset by $0.5 million advanced to NanoSynex, and $0.2 million in purchases of property and equipment prior to deconsolidation.

Current report

Net cash used in financing activities for the nine months ended September 30, 2023 was approximately $0.4 million, due to monthly redemption payments on convertible notes payable.
Removed paragraphs (14)

Previous report

On August 1, 2023, we announced that the FDA has cleared our IND application for QN-302. Based on this clearance, we chose Translational Drug Development, LLC (“TD2”) to serve as our contract research organization to conduct a Phase 1 clinical trial in patients with advanced or metastatic solid tumors. The Phase 1 trial (NCT06086522) is designed as a multicenter, open-label, dose escalation, safety, pharmacokinetic, and pharmacodynamic study with dose expansion to evaluate safety, tolerability, and antitumor activity of QN-302 in patients with advanced solid tumors that have not responded to or that have recurred following treatment with available therapies. On November 7, 2023, we announced that the first patient had been enrolled and dosed in the dose escalation (Phase 1a) portion of the study. The exact number of patients to be enrolled in the trial will depend on the observed safety profile, which will determine the number of patients per dose level, as well as the number of dose escalations required to meet the Maximum Tolerated Dose (“MTD”). Once the MTD has been established in dose escalation, dose expansion will begin.

Previous report

On July 20, 2023, we sold all of the issued and outstanding shares of common stock of Qualigen, Inc., a wholly-owned subsidiary and the legal entity operating our FastPack™ diagnostic business, to Chembio Diagnostics, Inc. (“Chembio”), a subsidiary of Biosynex, S.A. As consideration for the shares of Qualigen, Inc., we received cash payments of approximately $4.9 million, which payment is subject to post-closing adjustments. An additional $450,000 was delivered by Chembio to an escrow account to satisfy our indemnification obligations. The escrow account was closed on June 4, 2024 by mutual agreement; $350,000 was paid to us, and $100,000 was paid to Chembio. Upon the consummation of the July 2023 transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio.

Previous report

During the three months ended June 30, 2024, we issued 1,136,312 shares of common stock with a fair value of approximately $357,000, in lieu of cash for monthly redemptions of $280,000 principal and approximately $15,000 accrued interest redeemed, pursuant to the terms of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon redemption in shares, we recognized a loss on monthly redemptions of convertible debt into common stock of approximately $62,000.

Previous report

There was a $100,000 loss from discontinued operations during the three months ended June 30, 2024, compared to income from discontinued operations of approximately $30,000 during the three months ended June 30, 2023. The $100,000 loss from discontinued operations during the current period was generated from the early settlement of an escrow account from the sale of Qualigen, Inc. The income of $30,000 from discontinued operations during the three months ended June 30, 2023 consisted of approximately $114,000 in net income from our former Qualigen, Inc. subsidiary and approximately a net loss of approximately $84,000 from NanoSynex. (See Note 5 - Discontinued Operations).

Previous report

There was no loss attributable to non-controlling interest from discontinued operations during the three months ended June 30, 2024, compared to a loss attributable to non-controlling interest from discontinued operations of approximately $43,000 during the three months ended June 30, 2023 (See Note 5 - Discontinued Operations).

Previous report

There was no loss attributable to non-controlling interest from discontinued operations during the six months ended June 30, 2024, compared to a loss attributable to non-controlling interest from discontinued operations of approximately $0.3 million during the six months ended June 30, 2023 (See Note 5 - Discontinued Operations).

Previous report

As of June 30, 2024, approximately 1,518,929 shares of common stock were issuable under the 2022 Debenture, based on the $0.26 per share figure.

Previous report

Between July 3 - 5, 2024, Alpha voluntarily converted the remaining principal balance of $394,921 of the December 2022 8% Senior Convertible Debenture into 1,518,931 shares of common stock of the Company, at the conversion price of $0.26 per share.

Previous report

During the six months ended June 30, 2023, net cash used in investing activities from discontinued operations was approximately $246,000, due to purchase of property and equipment.

Previous report

Net cash provided by financing activities for the six months ended June 30, 2023 was $0.
Reworded paragraphs (29)

Previous wording

On April 12, 2024, in connection with an 8% Convertible Debenture in the principal amount of $1,100,000 issued to Yi Hua Chen (“Chen”) (see Note 7 Warrant Liabilities), we issued a liability classified warrant to Chen purchase 1,800,032 shares of our common stock, exercisable until February 27, 2029, which remains outstanding and exercisable as of June 30, 2024.

Current wording

On April 12, 2024, in connection with an 8% Convertible Debenture in the principal amount of $1,100,000 issued to Yi Hua Chen (“Chen”) (see Note 7 Warrant Liabilities), we issued a liability classified warrant to Chen purchase 36,001 shares of our common stock, exercisable until February 27, 2029, which remains outstanding and exercisable as of September 30, 2024.

Previous wording

General and administrative expenses decreased from $2.4 million for the three months ended June 30, 2023, to $1.0 million for the three months ended June 30, 2024, a decrease of $1.4 million or 59%. This is primarily due to decreases in stock-based compensation of $0.6 million, payroll of $0.4 million, professional fees of $0.3 million and insurance of $0.1 million.

Current wording

General and administrative expenses decreased from $1.3 million for the three months ended September 30, 2023, to $1.1 million for the three months ended September 30, 2024, a decrease of $0.2 million or 15%. This is primarily due to decreases in payroll of $0.2 million, professional fees of $0.1 million and insurance of $0.1 million offset by an increase in investor relations expenses of $0.2 million.

Previous wording

Research and development expenses decreased from approximately $2.5 million for the six months ended June 30, 2023, to approximately $1.1 million for the six months ended June 30, 2024, a decrease of $1.4 million or 54%. This was primarily due to an decrease in QN-302 program costs of $1.2 million, a decrease in RAS program expenses of $0.7 million, and a decrease in wages of $0.2 million, offset by an increase of $0.7 million in expenses under the Marizyme co-development agreement.

Current wording

Research and development expenses decreased from $1.4 million for the three months ended September 30, 2023, to $0.1 million for the three months ended September 30, 2024, a decrease of $1.3 million or 91%. This was primarily due to decreases in QN-302 program expenses of $0.8 million, a decrease in RAS program expenses of $0.2 million, a decrease in payroll of $0.2 million and a decrease in stock-based compensation of $0.1 million.

Previous wording

During the three months ended June 30, 2024 and 2023, we experienced a gain of approximately $493,000 million and a gain of approximately $440,000 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss.

Current wording

During the three months ended September 30, 2024 and 2023, we experienced a gain of approximately $1,000 and a loss of approximately $0.1 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss.

Previous wording

During the three months ended June 30, 2024 we experienced a gain of approximately $10,000 on change in fair value of derivative liabilities, compared to $0 for the three months ended June 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value.

Current wording

During the three months ended September 30, 2024 we experienced a gain of approximately $0.5 million on change in fair value of derivative liabilities, compared to $0 for the three months ended September 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value.

Previous wording

During the three months ended June 30, 2024, we issued 1,400,000 shares of common stock with a fair value of approximately $280,000, upon Alpha’s partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon conversion to shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $84,000. There were no voluntary conversions of convertible debt for the three months ended June 30, 2023.

Current wording

During the three months ended September 30, 2024, we issued 30,378 shares of common stock with a fair value of approximately $394,000, upon Alpha’s partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $13.00. Upon conversion to shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $1,000.

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2024 and 2023:

Previous wording

General and administrative expenses decreased from approximately $3.8 million, during the six months ended June 30, 2023 to approximately $2.0 million during the six months ended June 30, 2024, a decrease of approximately $1.8 million or 46%. This decrease was primarily due to a $0.8 million decrease in stock-based compensation expense, a $0.6 million decrease in professional fees and a $0.4 million decrease in payroll expenses.

Current wording

General and administrative expenses decreased from approximately $5.1 million, during the nine months ended September 30, 2023 to approximately $3.2 million during the nine months ended September 30, 2024, a decrease of approximately $1.9 million or 38%. This decrease was primarily due to a $0.8 million decrease in stock-based compensation expense, $0.7 million decrease in payroll expenses, a $0.5 million decrease in professional fees, and a $0.1 million decrease in insurance, offset by an increase in investor relations expenses of $0.2 million.

Previous wording

Research and development expenses decreased from $1.2 million for the three months ended June 30, 2023, to $0.8 million for the three months ended June 30, 2024, a decrease of $0.4 million or 36%. This was primarily due to decreases in QN-302 program expenses of $0.6 million, a decrease in RAS program expenses of $0.3 million, a decrease in payroll of $0.1 million and a decrease in stock-based compensation of $0.1 million, offset by an increase of $0.7 million in expenses under the Marizyme co-development agreement.

Current wording

Research and development expenses decreased from approximately $3.9 million for the nine months ended September 30, 2023, to approximately $1.2 million for the nine months ended September 30, 2024, a decrease of $2.7 million or 68%. This was primarily due to an decrease in QN-302 program costs of $2.0 million, a decrease in RAS program expenses of $0.8 million, a decrease in wages of $0.4 million, a decrease in stock-based compensation of $0.1 million and a decrease in legal expenses of $0.1 million, offset by an increase of $0.7 million in expenses under the Marizyme co-development agreement.

Previous wording

During the six months ended June 30, 2024 and 2023, we experienced a gain of approximately $0.4 million, and a gain of approximately $1.5 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss.

Current wording

During the nine months ended September 30, 2024 and 2023, we experienced a gain of approximately $0.4 million, and a gain of approximately $1.4 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss.

Previous wording

During the six months ended June 30, 2024, we experienced a gain of approximately $0.2 million on change in fair value of derivative liabilities, compared to $0 for the six months ended June 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value.

Current wording

During the nine months ended September 30, 2024, we experienced a loss of approximately $0.3 million on change in fair value of derivative liabilities, compared to $0 for the nine months ended September 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value.

Previous wording

Interest expense during the three months ended June 30, 2024 was approximately $264,000 compared to interest expense of approximately $377,000 during the three months ended June 30, 2023. The decrease was primarily due to reduced accretion of discount on convertible debt during the current period.

Current wording

Interest expense during the nine months ended September 30, 2024 was approximately $0.8 million, compared to interest expense of approximately $1.3 million during the nine months ended September 30, 2023, The decrease was primarily due to reduced accretion of discount on convertible debt during the current period.

Previous wording

During the six months ended June 30, 2024 we incurred a loss on issuance of convertible debt of approximately $358,000 due to the fair value of the 2024 Alpha Debenture and derivative liabilities exceeding the cash proceeds.

Current wording

During the nine months ended September 30, 2024 we incurred a loss on issuance of convertible debt of approximately $358,000 due to the fair value of the 2024 Alpha Debenture and derivative liabilities exceeding the cash proceeds.

Previous wording

During the six months ended June 30, 2024, we issued 1,400,000 shares of common stock with a fair value of approximately $280,000, upon partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon redemption in shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $84,000.

Current wording

During the nine months ended September 30, 2024, we issued 58,378 shares of common stock with a fair value of approximately $674,000, upon partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $13.00. Upon redemption in shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $85,000.

Previous wording

During the six months ended June 30, 2023, we recognized a $1.1 million loss due to a voluntary conversion by Alpha of approximately $1.1 million of convertible debt into 841,726 shares of common stock.

Current wording

During the nine months ended September 30, 2023, we recognized a $1.1 million loss due to a voluntary conversion by Alpha Capital of approximately $1.1 million of convertible debt into 16,834 shares of common stock.

Previous wording

During the six months ended June 30, 2024, we issued 2,274,847 shares of common stock with a fair value of approximately $903,000, in lieu of cash for monthly redemptions of $660,000 principal and approximately $34,000 accrued interest redeemed, pursuant to the terms of the 2022 Alpha Debenture at a weighted average share price of $0.29. Upon redemption in shares, we recognized a loss on monthly redemptions of convertible debt into common stock of approximately $209,000.

Current wording

During the nine months ended September 30, 2024, we issued 45,496 shares of common stock with a fair value of approximately $903,000, in lieu of cash for monthly redemptions of $660,000 principal and approximately $34,000 accrued interest redeemed, pursuant to the terms of the 2022 Alpha Debenture at a weighted average share price of $14.51. Upon redemption in shares, we recognized a loss on monthly redemptions of convertible debt into common stock of approximately $209,000.

Previous wording

Other income, net was immaterial during the six months ended June 30, 2024 and 2023.

Current wording

Other income, net was immaterial during the nine months ended September 30, 2024 and 2023.

Previous wording

There was a loss from discontinued operations of $0.1 million during the six months ended June 30, 2024, compared to a loss from discontinued operations of approximately $0.8 million during the six months ended June 30, 2023. The $0.1 million loss from discontinued operations during the six months ended June 30, 2024 was generated from the early settlement of an escrow account from the sale of Qualigen, Inc. The $0.8 million loss from discontinued operations during the six months ended June 30, 2023 consisted of approximately a $0.2 million loss from our former Qualigen, Inc. subsidiary and approximately a $0.6 million loss from NanoSynex (See Note 5 - Discontinued Operations).

Current wording

There was a loss from discontinued operations of $0.1 million during the nine months ended September 30, 2024, compared to a loss from discontinued operations of approximately $0.7 million during the nine months ended September 30, 2023. The $0.1 million loss from discontinued operations during the nine months ended September 30, 2024 was generated from the early settlement of an escrow account from the sale of Qualigen, Inc. The $0.7 million loss from discontinued operations during the nine months ended September 30, 2023 consisted of approximately $0.2 million from our former Qualigen, Inc. subsidiary and approximately $0.5 million from NanoSynex.

Previous wording

As of June 30, 2024, we had approximately $119,000 in cash and an accumulated deficit of $120.4 million. For the six months ended June 30, 2024 and year ended December 31, 2023, we used cash of $2.3 million and $10.3 million, respectively, in operations.

Current wording

As of September 30, 2024, we had approximately $338,000 in cash and an accumulated deficit of $122.2 million. For the nine months ended September 30, 2024 and year ended December 31, 2023, we used cash of $4.0 million and $11 million, respectively, in operations.

Previous wording

During the six months ended June 30, 2024 we raised approximately $1.5 million less expenses, in convertible debt. In February 2024 we issued to Alpha Capital Anstalt (“Alpha”) an 8% Convertible Debenture (the “2024 Alpha Debenture”) with a principal amount of $550,000; in connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase (at $0.26 per share) 900,016 shares of our common stock. We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us additional 8% Convertible Debentures, of like tenor, with face amounts of up to an aggregate of $1,100,000 (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 1,800,032 additional warrants). In April 2024, Alpha assigned this option to Yi Hua Chen (“Chen”) and Chen exercised the option in full; in exchange for $1,000,000 (less expenses) we issued to Chen an 8% Convertible Debenture with a principal amount of $1,100,000; in connection with this issuance, we also issued to Chen a 5-year common stock purchase warrant to purchase (at $0.26 per share) 1,800,032 shares of our common stock.

Current wording

During the nine months ended September 30, 2024 we raised approximately $1.5 million less expenses, in convertible debt. In February 2024 we issued to Alpha Capital Anstalt (“Alpha”) an 8% Convertible Debenture (the “2024 Alpha Debenture”) with a principal amount of $550,000; in connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase (at $13.00 per share) 18,001 shares of our common stock. We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us additional 8% Convertible Debentures, of like tenor, with face amounts of up to an aggregate of $1,100,000 (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 36,001 additional warrants). In April 2024, Alpha assigned this option to Yi Hua Chen (“Chen”) and Chen exercised the option in full; in exchange for $1,000,000 (less expenses) we issued to Chen an 8% Convertible Debenture with a principal amount of $1,100,000; in connection with this issuance, we also issued to Chen a 5-year common stock purchase warrant to purchase 0 per share) 36,001 shares of our common stock with an exercise price of $6.50 as of September 30, 2024.

Previous wording

Delisting of our common stock from Nasdaq would have a serious negative effect on any future financing efforts. As described in Note 14 in our condensed consolidated financial statements, a hearing before a Nasdaq Hearing Panel was held on July 16, 2024. On August 2, 2024, the Company received the Panel decision which granted the Company until October 31, 2024 to regain compliance with the Bid Price Rule and the Equity Rule. If the Company is unable to regain compliance with the listing standards of Nasdaq by October 31, 2024, the Company’s securities may be delisted from The Nasdaq Stock Market.

Current wording

Delisting of our common stock from Nasdaq would have a serious negative effect on any future financing efforts. A hearing before a Nasdaq Hearing Panel was held on July 16, 2024. On August 2, 2024, the Company received the Panel decision which granted the Company an extension until November 19, 2024 to regain compliance with the Bid Price Rule and the Equity Rule. If the Company is unable to regain compliance with the listing standards of Nasdaq by November 19, 2024, the Company’s securities may be delisted from The Nasdaq Stock Market.

Previous wording

Our current liabilities at June 30, 2024 include approximately $1.9 million of accounts payable, $1.7 million of convertible debt and derivative liabilities, $1.0 million of accrued expenses and other current liabilities, $0.3 million in warrant liabilities.

Current wording

Our current liabilities at September 30, 2024 include approximately $1.6 million of accounts payable, $1.9 million of convertible debt and derivative liabilities, $0.6 million of accrued expenses and other current liabilities, $0.3 million in warrant liabilities.

Previous wording

On December 22, 2022, we issued to Alpha an 8% Senior Convertible Debenture in the aggregate principal amount of $3,300,000 for a purchase price of $3,000,000 pursuant to the terms of a Securities Purchase Agreement, dated December 21, 2022 (the “2022 Securities Purchase Agreement”). The 2022 Debenture has a maturity date of December 22, 2025 and is convertible, at any time, and from time to time, until the 2022 Debenture is no longer outstanding, at Alpha’s option, into shares of our common stock (the “Conversion Shares”), at a price initially equal to $1.32 per share, subject to adjustment as described in the 2022 Debenture and other terms and conditions described in the 2022 Debenture. On July 13, 2023, we obtained stockholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance to Alpha of more than 20% of our issued and outstanding shares of common stock pursuant to the terms and conditions of (a) the 2022 Debenture, and (b) the common stock purchase warrant dated December 22, 2022 issued by us to Alpha. Between January 9 - 12, 2023, we issued 841,726 shares of common stock upon Alpha’s partial conversion of the 2022 Debenture at $1.32 per share for a total of $1,111,078 principal. In October and December 2023, we issued 309,665 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average price of $0.71 per share. During the three months ending March 31, 2024, we issued 1,138,535 shares of common stock to Alpha in lieu of cash for monthly redemption payments of the 2022 Debenture at a weighted average conversion price of $0.33 per share, and a weighted average fair value of $0.49 per share, and during the three months ending June 30, 2024, we issued 2,536,312 shares of common stock to Alpha in lieu of cash for monthly redemption payments of the 2022 Debenture at a weighted average conversion price of $0.26 per share, and a weighted average fair value of $0.25 per share.

Current wording

On December 22, 2022, we issued to Alpha an 8% Senior Convertible Debenture in the aggregate principal amount of $3,300,000 for a purchase price of $3,000,000 pursuant to the terms of a Securities Purchase Agreement, dated December 21, 2022 (the “2022 Securities Purchase Agreement”). The 2022 Debenture has a maturity date of December 22, 2025 and is convertible, at any time, and from time to time, until the 2022 Debenture is no longer outstanding, at Alpha’s option, into shares of our common stock (the “Conversion Shares”), at a price initially equal to $1.32 per share, subject to adjustment as described in the 2022 Debenture and other terms and conditions described in the 2022 Debenture. On July 13, 2023, we obtained stockholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance to Alpha of more than 20% of our issued and outstanding shares of common stock pursuant to the terms and conditions of (a) the 2022 Debenture, and (b) the common stock purchase warrant dated December 22, 2022 issued by us to Alpha. Between January 9 - 12, 2023, we issued 16,834 shares of common stock upon Alpha’s partial conversion of the 2022 Debenture at $66.00 per share for a total of $1,111,078 in principal. In October and December 2023, we issued 6,193 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average price of $35.52 per share. During the three and nine months ending September 30, 2024, we issued 30,378 and 103,865 shares of common stock, respectively to Alpha in lieu of cash for monthly redemption payments on and voluntary conversions of the 2022 Debenture at a weighted average conversion price of $13.00 and $13.66 per share, respectively, and a weighted average fair value of $12.97 and $15.19 per share, respectively.

Previous wording

On February 27, 2024, upon our receipt of a cash purchase price payment of $500,000 (less expenses), we issued to Alpha an 8% Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of $550,000. The 2024 Alpha Debenture matures no later than December 31, 2024 and is convertible, at any time, and from time to time, at Alpha’s option, into shares of common stock of the Company, at $0.6111 per share, subject to adjustment as described in the 2024 Alpha Debenture. Except in respect of an Exempt Issuance, the 2024 Alpha Debenture contains a “ratchet” antidilution provision, with an $0.1164 floor. The 2024 Alpha Debenture accrues interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity. In connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase (at $0.26 per share) 900,016 shares of our common stock.

Current wording

On February 27, 2024, upon our receipt of a cash purchase price payment of $500,000 (less expenses), we issued to Alpha an 8% Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of $550,000. The 2024 Alpha Debenture matures no later than December 31, 2024 and is convertible, at any time, and from time to time, at Alpha’s option, into shares of common stock of the Company, at $30.56 per share, subject to adjustment as described in the 2024 Alpha Debenture. Except in respect of an Exempt Issuance, the 2024 Alpha Debenture contains a “ratchet” antidilution provision, with a $5.82 per share floor. The 2024 Alpha Debenture accrues interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity. In connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase 18,001 shares of our common stock with an exercise price of $6.50 per share as of September 30, 2024.

Previous wording

We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us additional 8% Convertible Debentures, of like tenor, with face amounts of up to an aggregate of $1,100,000 (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 1,800,032 additional warrants). On April 11, 2024, Alpha assigned this option to Yi Hua Chen, who exercised it in full on April 12, 2024 (see Note 8 - Convertible Debt to the Company’s condensed consolidated financial statements).

Current wording

We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us additional 8% Convertible Debentures, of like tenor, with face amounts of up to an aggregate of $1,100,000 (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 36,002 additional warrants). On April 11, 2024, Alpha assigned this option to Yi Hua Chen, who exercised it in full on April 12, 2024 (see Note 8 - Convertible Debt to the Company’s condensed consolidated financial statements).

Previous wording

During the six months ended June 30, 2024, operating activities used $2.3 million of cash, primarily resulting from a loss from continuing operations of $3.5 million. Cash flows from operating activities for the six months ended June 30, 2024 were positively impacted by adjustments for $0.4 million loss on issuance of convertible debt, $0.1 million in stock-based compensation expense, $0.3 million in accretion of discount on convertible debt, $0.2 million loss on monthly redemptions of convertible debt into common stock, and a $0.8 million decrease in prepaid expenses and other assets and a $0.5 million increase in accrued expenses and other current liabilities. Cash flows from operating activities for the six months ended June 30, 2024 were negatively impacted by adjustments for a $0.4 million gain on change in fair value of warrant liabilities, a $0.2 million gain on change in fair value of derivative liabilities, a $0.1 million gain on voluntary conversion of convertible debt into common stock and a $0.4 million decrease in accounts payable.

Current wording

During the nine months ended September 30, 2024, operating activities used $4.0 million of cash, primarily resulting from a loss from continuing operations of $5.3 million. Cash flows from operating activities for the nine months ended September 30, 2024 were positively impacted by adjustments for $0.4 million loss on issuance of convertible debt, $0.1 million in stock-based compensation expense, $0.4 million in accretion of discount on convertible debt, $0.2 million loss on monthly redemptions of convertible debt into common stock, a $0.3 million loss on change in fair value of derivative liabilities, and a $0.6 million decrease in prepaid expenses and other assets and a $0.2 million increase in accrued expenses and other current liabilities. Cash flows from operating activities for the nine months ended September 30, 2024 were negatively impacted by adjustments for a $0.4 million gain on change in fair value of warrant liabilities, a $0.1 million gain on voluntary conversion of convertible debt into common stock and a $0.6 million decrease in accounts payable.

Previous wording

During the six months ended June 30, 2023, operating activities used $5.6 million of cash, primarily resulting from a loss from continuing operations of $6.8 million. Cash flows from operating activities for the six months ended June 30, 2023 were positively impacted by adjustments for $0.9 million in stock-based compensation expense, a $1.1 million loss on voluntary conversion of convertible debt, accretion of discount of $0.8 million on convertible debt, and a $0.6 million increase in accounts payable, a $0.2 million decrease in prepaid expenses and other assets and a $0.3 million increase in accrued expenses and other current liabilities. Cash flows from operating activities for the six months ended June 30, 2023 were negatively impacted by an adjustment for a $1.5 million decrease in fair value of warrant liabilities and net cash used in discontinued operations of $1.2 million.

Current wording

During the nine months ended September 30, 2023, operating activities used $4.6 million of cash, primarily resulting from a loss from continuing operations of $10.0 million. Cash flows from operating activities for the nine months ended September 30, 2023 were positively impacted by adjustments for a $1.1 million non cash loss on voluntary conversion of convertible debt, accretion of discount of $1.2 million on convertible debt, $1.0 million in stock-based compensation expense, a $1.0 million increase in accounts payable, a $0.4 million increase in accrued expenses and other current liabilities, and cash provided by discontinued operations of $2.6 million. Cash flows from operating activities for the nine months ended September 30, 2023 were negatively impacted by adjustments for a $1.4 million decrease in fair value of warrant liabilities and a $0.6 million increase in prepaid expenses and other assets.

Previous wording

During the six months ended June 30, 2024, net cash provided by investing activities from disposal of discontinued operations was $350,000, due to the early release of escrow from the sale of Qualigen, Inc.

Current wording

During the nine months ended September 30, 2024, net cash provided by investing activities resulting from advances to Marizyme of $1.3 million and the disposal of discontinued operations was $0.4 million, due to the early release of escrow from the sale of Qualigen, Inc.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2024 was $1,625,000, of which $1,475,000 was due to issuances of convertible debt, and $150,000 was due to warrant exercises.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2024 was $4.9 million, of which $3.0 million was resulting from the proceeds from issuance of common shares and prefunded warrants in public offering, $1.5 million was due to issuances of convertible debt, and $0.4 million was due to warrant exercises.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Interest expense during the three months ended September 30, 2024 and September 30, 2023 remained the same.

Current report — wording carried from elsewhere

Loss on Voluntary Conversion of Convertible Debt Into Common Stock

Current report — wording carried from elsewhere

There were no voluntary conversions of convertible debt for the three months ended September 30, 2023.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

On July 20, 2023, we entered into and effectuated the NanoSynex Amendment, by which we agreed to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by us, resulting in our ownership in NanoSynex being reduced from approximately 52.8% to approximately 49.97% of the voting equity of NanoSynex. In addition, we agreed to cancel approximately $3.0 million of promissory notes which NanoSynex had issued to us under the NanoSynex Funding Agreement, relieving NanoSynex of any repayment obligations to us with respect to such notes. The NanoSynex Amendment superseded any NanoSynex Funding Agreement obligations to provide funding to NanoSynex, except we agreed to provide future loans as follows: (i) $560,000 on or before November 30, 2023, and (ii) $670,000 on or before March 31, 2024. However, on November 22, 2023, in full settlement of any additional funding obligations to NanoSynex, we forfeited certain of our shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced our ownership in NanoSynex from approximately 49.97% to 39.90%. Accordingly, NanoSynex was deconsolidated from our financial statements as of July 20, 2023, and is reported as Discontinued Operations in this Quarterly Report. Our investment in NanoSynex will be accounted for in the future as an equity method investment.

Previous report — wording carried elsewhere

Gain on Voluntary Conversion of Convertible Debt Into Common Stock

Previous report — wording carried elsewhere

Gain on Change in Fair Value of Derivative Liabilities

Previous report — wording carried elsewhere

Interest expense during the six months ended June 30, 2024 was approximately $400,000, compared to interest expense of approximately $922,000 during the six months ended June 30, 2023, The decrease was primarily due to reduced accretion of discount on convertible debt during the current period.

Previous report — wording carried elsewhere

Gain on Voluntary Conversion of Convertible Debt Into Common Stock

Previous report — wording carried elsewhere

Loss on Monthly Redemptions of Convertible Debt into Common Stock*