Material Agreement Form 8 K

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.