Qualigen Therapeutics Files S-1/A Amendment

TL;DR

Qualigen (QLGN) filed an S-1/A amendment on 8/22. Looks like they're prepping for something.

AI Summary

Qualigen Therapeutics, Inc. filed an S-1/A amendment on August 22, 2024, for its registration statement. The company, formerly known as Ritter Pharmaceuticals Inc., is incorporated in Delaware and operates in the pharmaceutical preparations sector. Its principal executive offices are located in Carlsbad, California.

Why It Matters

This filing indicates ongoing regulatory activity and potential future stock offerings or changes for Qualigen Therapeutics, Inc., which could impact investors.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can dilute existing shareholders or signal financial needs.

Key Numbers

• 333-272623 — SEC File Number (Identifies this specific registration statement)
• 26-3474527 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• Qualigen Therapeutics, Inc. (company) — Registrant
• August 22, 2024 (date) — Filing date
• 333-272623 (registration_number) — SEC File Number
• Ritter Pharmaceuticals Inc. (company) — Former company name
• Delaware (jurisdiction) — State of Incorporation
• Carlsbad, California (location) — Principal Executive Offices
• Michael S. Poirier (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $4 million — sonable best efforts” basis up to $4 million of shares of common stock, par value $0
• $0.001 — on of shares of common stock, par value $0.001 per share (the “common stock&rdqu
• $0.2165 — q Capital Market on August 19, 2024 was $0.2165 per share. We do not intend to list the
• $800,000 — ed that we would invest an aggregate of $800,000 in Marizyme in April 2024 (the “F
• $200,000 — ding Payment”) and pay Marizyme a $200,000 Exclusivity Fee (Provided, that if the
• $1,500,000 — d from time to time to up to a total of $1,500,000.) To date our Funding Payment investmen
• $500,000 — our Funding Payment investment has been $500,000, and in July 2024 we have advanced an a
• $1,250,000 — uly 2024 we have advanced an additional $1,250,000 pursuant to an 18% demand promissory no
• $1,750,000 — tal Funding Payment to up to a total of $1,750,000. The Funding Payment is designed to pro
• $5.4 million — t purchase price for Qualigen, Inc. was $5.4 million in cash, of which $450,000 was being he
• $450,000 — Inc. was $5.4 million in cash, of which $450,000 was being held in escrow to satisfy cer
• $350,000 — . In exchange for the early settlement, $350,000 was paid to the Company, and $100,000 w
• $100,000 — , $350,000 was paid to the Company, and $100,000 was paid to Chembio. This settlement re
• $560,000 — xcept for obligations to lend NanoSynex $560,000 on or before November 30, 2023, and $67
• $670,000 — 000 on or before November 30, 2023, and $670,000 on or before March 31, 2024), surrender

Filing Documents

• forms-1a.htm (S-1/A) — 720KB
• ex1-1.htm (EX-1.1) — 61KB
• ex4-15.htm (EX-4.15) — 116KB
• ex4-16.htm (EX-4.16) — 259KB
• ex4-17.htm (EX-4.17) — 143KB
• ex5-1.htm (EX-5.1) — 15KB
• ex10-31.htm (EX-10.31) — 53KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 21KB
• ex5-1_001.jpg (GRAPHIC) — 22KB
• image_002.jpg (GRAPHIC) — 29KB
• 0001493152-24-033560.txt ( ) — 1462KB

RISK FACTORS

RISK FACTORS 14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 20

USE OF PROCEEDS

USE OF PROCEEDS 21 DIVIDEND POLICY 22 CAPITALIZATION 22

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 25

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 28 PLAN OF DISTRIBUTION 30 LEGAL MATTERS 32 EXPERTS 32 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 32 WHERE YOU CAN FIND MORE INFORMATION 33 Neither we nor the placement agent has authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the placement agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the Securities and Exchange Commission, or the SEC, before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. No action is being taken in any jurisdiction outside the United States to permit a public offering of our shares of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come i

View Full Filing

View this S-1/A filing on SEC EDGAR