Qualigen Therapeutics (QLGN) 8-KSubmission of Matters to a Vote of Security Holders

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): October 25, 2024

Qualigen Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 25, 2024, Qualigen Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider the proposals described in the Company’s definitive proxy statement and supplement filed with the Securities and Exchange Commission on September 10, 2024 and October 9, 2024 (the “Proxy Statement”). The final results for each of the matters voted on at the Annual Meeting were as follows:

1. Election of the Director Nominees:

Each director nominee was elected to serve as a director until the Company’s annual meeting of stockholders in 2025, or until such person’s successor is duly elected and qualified or until such person’s earlier resignation, death, or removal.

2. Proposal to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024:

The proposal was approved.

3. Proposal to approve an amendment to our amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our outstanding shares of common stock at a reverse stock split ratio ranging from 10:1 to 50:1, inclusive, as determined by the board of directors;

The proposal was approved.

4. Proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies:

The proposal was approved.

5. Proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance to Alpha Capital Anstalt (“Alpha”) of more than 20% of the Company’s issued and outstanding common stock pursuant to the terms and conditions of (a) the 8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha, and (b) the Company’s common stock purchase warrant dated December 22, 2022 issued to Alpha:

The proposal was approved.

6. Proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers:

The proposal was approved.

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.