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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): July 12, 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
1.01. Entry into a Material Definitive Agreement.
As
previously reported, Qualigen Therapeutics, Inc. (the “Company”) and an institutional investor entered into a Securities
Purchase Agreement dated July 5, 2024 (the “Agreement”), providing for the Company to issue to the investor at par a Senior
Note with the following characteristics and terms, against the investor’s loan of $2,000,000 in cash: (a) an original principal
amount of $2,000,000, (b) unsecured, (c) nonconvertible, (d) scheduled maturity date of July 8, 2025, (e) interest at the rate of 18%
per annum, (f) requirement for partial prepayments from a percentage of any future Company financings, and (g) otherwise, principal and
interest on the Senior Note not payable until maturity.
The
Agreement also required the Company Board of Directors resignations and appointments as set forth in Item 5.02 below.
On
July 12, 2024, the investor funded the $2,000,000 loan to the Company and the Company issued the Senior Note to the investor.
The
foregoing descriptions of the Agreement and the Senior Note do not purport to be complete and are qualified in their entirety by reference
to the full texts thereof as set forth in Exhibits 10.1 and 10.2, which are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item
5.01 Changes in Control of Registrant.
The
information set forth under Item 1.01 and Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
July 5, 2024, Richard David, Sidney Emery, Kurt Kruger and Ira Ritter each resigned from his respective position as a member of the Company’s
Board of Directors effective upon the Company’s receipt of the $2,000,000 pursuant to the Agreement, which occurred on July 12,
2024.
On
July 5, 2024, the Company’s Board of Directors appointed Campbell Becher, Robert Lim and Cody Price to serve as directors on the
Board effective upon the Company’s receipt of the $2,000,000 pursuant to the Agreement, which occurred on July 12, 2024. Board
Committee assignments for these three persons have not yet been determined.
Item
8.01 Other Events.
On
July 12, 2024, the holder of a Warrant of the Company partially exercised the Warrant for shares of Company common stock; as a result
the Company currently has 12,155,830 shares of common stock outstanding. (The Company does not undertake to make further reports of changes
in its number of outstanding common shares, except as and when affirmatively required.)
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:
July 15, 2024 |
By: |
/s/
Michael S. Poirier |
|
|
Michael
S. Poirier, Chief Executive Officer |
Exhibit
10.2
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Original Issue Date: July 8, 2024 | |
Original Principal Amount: | |
$ | 2,000,000 | |
Final Maturity Date: July 8, 2025 | |
Interest Rate: | |
| 18 | % |
QUALIGEN
THERAPEUTICS, INC.
SENIOR
NOTE
THIS
SENIOR NOTE is one of a series of duly authorized and validly issued promissory notes of Qualigen Therapeutics, Inc., a Delaware corporation
(the “Company”), designated as its Senior Notes (this note, this “Note” and, collectively with
the other notes of such series, the “Notes”).
FOR
VALUE RECEIVED, the Company promises to pay to CORBO CAPITAL INC. or its registered assigns (“Holder”), the Original
Principal Amount of this Note as set forth hereinabove (the “Original Principal Amount”) on the Final Maturity Date
set forth hereinabove (the “Final Maturity Date”), or such earlier date as this Note is required or permitted to be
repaid as provided hereunder (as the case may be, the “Maturity Date”), and to pay interest to the Holder in accordance
with the provisions hereof. This Note is subject to the following additional provisions:
Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note: (a) capitalized terms not otherwise
defined herein shall have the meanings set forth in the Purchase Agreement, and (b) the following terms shall have the following meanings:
“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that
is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or
bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or
stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment
for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that
it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure
to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action
for the purpose of effecting any of the foregoing.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.
“Event
of Default” shall have the meaning set forth in Section 5(a).
“Fundamental
Transaction” shall mean and include any of the following: (i) the merger or consolidation of the Company with or into another
Person; (ii) any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s
assets in one or a series of related transactions(including any asset or group of assets, regardless whether then so classified by the
Company, which would constitute a Significant Subsidiary, as such term is defined in Rule 1-02(w) of Regulation S-X), (iii) any, direct
or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination).
“Indebtedness”
means any liabilities of the Company for borrowed money or amounts owed and all guaranties made by the Company of borrowed money or amounts
owed by others.
“New
York Courts” shall have the meaning set forth in Section 6(d).
“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Notes.
“Payment
Amount” means, with respect to any Investor’s Note(s) at any time, the sum of: (1) the outstanding balance of
the Original Principal Amount of this Note at such time, plus (2) all accrued and unpaid interest hereunder, plus (3) all
liquidated damages and other amounts, costs, expenses and/or liquidated damages due under or in respect of this Note, if any.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of July 5, 2024 by and among the Company and the original holders
of Notes, as amended, modified, or supplemented from time to time in accordance with its terms.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Section
2. Interest and Payment.
(a)
The Original Principal Amount of this Note shall bear interest accruing at eighteen percent (18%) per annum, calculated on the basis
of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment
in full of this Note. Accrued interest shall be due and payable on, but not before, the Maturity Date.
(b)
On the Maturity Date, the entire Payment Amount shall become due and payable. The Company may prepay this Note in full at any time after
the Original Issue Date in an amount equal to the Payment Amount.
Section
3. Registration of Transfers and Exchanges.
(a)
Different Denominations. This Note is exchangeable for an equal aggregate Original Principal Amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.
(b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set
forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.
(c)
Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the
Company may treat the Person in whose name this Note is duly registered on its official registry of Notes as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company
nor any such agent shall be affected by notice to the contrary.
Section
4. Negative Covenants. As long as any portion of this Note remains outstanding, unless the holders of a majority in Original
Principal Amount of the then outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall not
permit any of its Subsidiaries (if any) to, directly or indirectly:
(a)
amend its organization documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of holders of Notes;
(b)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than (i) as required under the Transaction Documents, (ii) repurchases of Common Stock or Common Stock Equivalents
of departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $25,000 for all officers
and directors during the term of this Note, (iii) repurchases of Common Stock or Common Stock Equivalents, pursuant to existing repurchase
agreements, provided that such repurchases shall not exceed an aggregate of $25,000 during the term of this Note, or (iv) shares of Common
Stock and Common Stock Equivalents which do not vest or are otherwise forfeited, provided (in case of forfeiture) that such Common Stock
and Common Stock Equivalents are not acquired for cash;
(c)
repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes if on a pro-rata basis, other
than regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date; provided that
no Event of Default shall then exist or occur or exist by reason thereof;
(d)
pay cash dividends or distributions on any equity securities of the Company;
(e)
enter into any material transaction with any Affiliate of the Company, unless such transaction is made on an arm’s-length basis
and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for
board approval); or
(f)
enter into any agreement with respect to any of the foregoing.
Section
5. Events of Default.
(a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or governmental body):
(i)
any default in the payment or prepayment of the Payment Amount as and when the same shall become due and payable (whether on the Maturity
Date, by mandatory prepayment, acceleration or otherwise) which default is not cured within five (5) Business Day;
(ii)
any of the Investor Board Member Nominees shall have been removed from the Board of Directors without the prior written consent of the
Holder;
(iii)
the Company shall fail to observe or perform any other covenant or agreement contained in the Notes, which failure is not cured, if possible
to cure, within the earlier to occur of (A) two (2) Business Days after notice of such failure sent by the Holder or by any other Holder
to the Company and (B) five (5) Business Days after the Company has become or should have become aware of such failure;
(iv)
(A) a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under any of the Transaction Documents, or (B) a default or event of default is declared under any other material agreement,
lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vii) below);
(v)
any material representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or
thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or
incorrect in any material respect as of the date when made;
(vi)
the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;
(vii)
the Company shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, capital
lease, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $25,000,
whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and payable;
(viii)
the Company shall be a party to any change of control transaction or Fundamental Transaction or shall agree to sell or dispose of all
or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a
change of control transaction); or
(ix)
a final non-appealable judgment by any competent court in Canada or the United States for the payment of money in an amount of at least
$25,000 is rendered against the Company, and the same remains undischarged and unpaid for a period of 45 days during which execution
of such judgment is not effectively stayed.
(b)
Remedies Upon Event of Default. If any Event of Default occurs, the Payment Amount of this Note shall become, at the Holder’s
election, immediately due and payable in cash. Upon the payment in full of the Payment Amount in accordance with the terms of this Note,
the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder
and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to
this Section 5(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.
Section
6. Miscellaneous.
(a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing
and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company,
at the address set forth on in the Purchase Agreement, or such other, email address, or address as the Company may specify for such purposes
by notice to the Holder delivered in accordance with this Section 6(a). Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing
on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the
principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to
5:30 p.m. (Eastern time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a
day that is not a Business Day or later than 5:30 p.m. (Eastern time) on any Business Day, (iii) the second Business Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.
(b)
Absolute Obligation; Ranking. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the
Company. This Note is a senior direct debt obligation of the Company that ranks (x) pari passu with all other Notes now or hereafter
issued under the terms of the Purchase Agreement, (y) subordinated to any senior secured bank debt permitted under this Note, and (z)
senior or pari passu with all other Indebtedness of the Company.
(c)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the Original Principal Amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
(d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York,
New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the
New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and
agrees not to assert in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such New York
Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce
any provisions of this Note, then the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Action or Proceeding.
(e)
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by the Company or the Holder must be in writing.
(f)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.
(g)
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Holder and
shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach,
without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information
and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Note.
(h)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.
(i)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed
to limit or affect any of the provisions hereof.
Section
7. Amendments; Waivers. Any modifications, amendments or waivers of the provisions hereof shall be subject to Section 5.04
of the Purchase Agreement.
Section
8. Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any action or proceeding that may be brought by any Holder in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting
the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that
if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute
or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the
Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by
applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Holder with
respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Holder to the unpaid principal amount
of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Holder’s election.
IN
WITNESS WHEREOF, the Company has caused this Senior Note to be duly executed by a duly authorized officer as of the date first above
indicated.
|
QUALIGEN
THERAPEUTICS, INC. |
|
|
|
|
By:
|
/s/
Michael Poirier |
|
Name:
|
Michael
Poirier |
|
Title:
|
Chief
Executive Officer |
v3.24.2
Cover
|
Jul. 12, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 12, 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
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
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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Qualigen Therapeutics (NASDAQ:QLGN)
過去 株価チャート
から 7 2024 まで 8 2024
Qualigen Therapeutics (NASDAQ:QLGN)
過去 株価チャート
から 8 2023 まで 8 2024