Qualigen Therapeutics Files S-1 for Securities Offering

TL;DR

Qualigen Therapeutics is filing an S-1, get ready for a potential stock event.

AI Summary

Qualigen Therapeutics, Inc. filed an S-1 registration statement on December 9, 2024, indicating plans to offer securities. The company, formerly known as Ritter Pharmaceuticals Inc. until April 2, 2009, is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located in Carlsbad, California.

Why It Matters

This S-1 filing signals Qualigen Therapeutics' intention to raise capital through the sale of securities, which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate actions like stock offerings, which carry inherent market risks.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations industry)
• 26-3474527 — IRS Number (Employer Identification Number)

Key Players & Entities

• Qualigen Therapeutics, Inc. (company) — Registrant
• Ritter Pharmaceuticals Inc. (company) — Former company name
• 20241209 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Carlsbad, California (location) — Principal executive offices
• Kevin A. Richardson II (person) — Interim Chief Executive Officer

FAQ

Key Financial Figures

• $6.254 million — lates to the registration of a total of $6.254 million in shares of common stock (the “C
• $1 — rsion price equal to the floor price of $1.82, issuable upon conversion of a total
• $1,000 — rtain investors for a purchase price of $1,000 per share of Series A-2 Preferred Stock
• $1.82 — referred Stock using the floor price of $1.82. The information in this preliminary
• $0.001 — 1 shares of our common stock, par value $0.001 per share (“Common Stock”),
• $3 — e of the Series A-2 Preferred Stock, or $3.64, provided that any adjusted conversi
• $4.69 — Capital Market on December 2, 2024 was $4.69 per share. On October 25, 2024, the C
• $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. In November 2024, we advanced an addit
• $300,000 — ovember 2024, we advanced an additional $300,000 pursuant to an 18% demand promissory no
• $2,050,000 — total Funding Payment up to a total of $2,050,000. The Funding Payment is designed to pro

Filing Documents

• forms-1.htm (S-1) — 663KB
• ex5-1.htm (EX-5.1) — 15KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 20KB
• forms-1_001.jpg (GRAPHIC) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-24-049319.txt ( ) — 732KB

USE OF PROCEEDS

USE OF PROCEEDS 17 SELLING STOCKHOLDERS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 21 WHERE YOU CAN FIND MORE INFORMATION 22 3 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders (or their pledgees, donees, transferees or other successors-in-interest) may, from time to time, sell or otherwise dispose of the securities described in this prospectus in one or more offerings. We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by them described in this prospectus. This prospectus provides you with a general description of the shares of Common Stock that the Selling Stockholders may sell or otherwise dispose of. You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information provided in the prospectus supplement. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement. Neither we nor the Selling Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this p

forward-looking statements include, but are not limited to, statements about

forward-looking statements include, but are not limited to, statements about: our ability to procure sufficient working capital to continue and complete the development, testing and launch of our prospective drug products; our ability to successfully develop any drugs; our ability to progress our drug candidates through preclinical and clinical development; our ability to obtain the requisite regulatory approvals for our clinical trials and to begin and complete such trials according to any projected timeline; our ability to complete enrollment in our clinical trials as contemplated by any projected timeline; the likelihood that future clinical trial data will be favorable or that such trials will confirm any improvements over other products or lack negative impacts; our ability to successfully commercialize any drugs; the likelihood that patents will issue on our in-licensed patent applications; 5 our ability to protect our intellectual property; and our ability to compete. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition

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View this S-1 filing on SEC EDGAR