Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

Qualigen Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") on November 18, 2024 with certain institutional investors (the "Investors"). Pursuant to the Securities Purchase Agreement, the Company agreed to sell and issue shares of Qualigen's newly designated Series A-2 Preferred Stock, par value $0.001 per share (the "Qualigen Series A-2 Preferred Stock"), in a private placement transaction (the "Private Placement"). The closing of the Private Placement was on November 20, 2024. The Company sold and issued to the Investor 5,100 shares of Qualigen Series A-2 Preferred Stock at a purchase price of $1,000 per share, for an aggregate purchase price of $5.1 million.

Each share of Qualigen Series A-2 Preferred Stock was, at any time at the option of the holder, convertible into a number of shares of the Company's common stock equal to $1,000 shares divided by a conversion price initially equal to $3.64, subject to adjustment for any stock splits, stock dividends and similar events and also subject to "ratchet" antidilution adjustment (subject to certain customary exceptions), provided that any conversion of Qualigen Series A-2 Preferred Stock by a holder into shares of the Company's common stock would be prohibited if, as a result of such conversion, the holder, together with its affiliates and any other person or entity whose beneficial ownership of the common stock would be aggregated with such holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 4.99% of the total number of shares of the the Company's common stock issued and outstanding after giving effect to such conversion. Upon written notice to the Company, the holder could from time to time increase or decrease such limitation to any other percentage not in excess of 9.99% specified in such notice. Each share of Qualigen Series A-2 Preferred Stock was entitled to a preference of $1,000 per share upon liquidation of the Company. Without consent of the holders of at least 67% of the Qualigen Series A-2 Preferred Stock, The Company could not amend its charter documents to materially and adversely affect the rights of the Qualigen Series A-2 Preferred Stock, repurchase certain junior securities of the Company, pay cash dividends on junior securities of he Company or (unless it is at arm's-length and is approved by a majority of the Company's disinterested directors) enter into a material transaction with an affiliate of the Company.

Upon the closing, the Consulting Agreement (the "IR Agency Consulting Agreement") dated October 9, 2024, between the Company and IR Agency, LLC ("IR Agency"), a provider of investor relations services, will become effective. Pursuant to the terms of the agreement, $800,000 of the proceeds will be paid to IR Agency. A copy of the IR Agency Consulting Agreement is attached as Exhibit 10.32 to the Form S-1 filed by the Company on October 24, 2024 (File No. 333-282820) and is incorporated herein by reference.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement for the Private Placement and the Certificate of Designation for the Qualigen Series A-2 Preferred Stock, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

The Private Placement Securities Purchase Agreement has been included as an Exhibit to this Current Report on Form 8-K to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company or the parties thereto. The Private Placement Securities Purchase Agreement contains representations and warranties that the parties thereto made to, and solely for the benefit of, each other. The assertions embodied in such representations and warranties are qualified by information contained in the confidential disclosure schedules that each may have delivered to the other party in connection with signing the Private Placement Securities Purchase Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Private Placement Securities Purchase Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Private Placement Securities Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.