What changed in this filing

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Item 9A. Controls and Procedures

2024-04-08 compared with 2023-05-02 · 420 added, 418 removed, 548 unchanged (60% of the section changed)

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Based on this evaluation, our principal executive officer and principal financial

officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the continuing

material weakness described below.

We believe that a disclosure controls system, no matter how well designed and operated, cannot provide

absolute assurance that the objectives of the disclosure controls system are met, and no evaluation of disclosure controls can provide

absolute assurance that all disclosure control issues, if any, within a company have been detected.

officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

We believe that a disclosure

controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the disclosure controls

system are met, and no evaluation of disclosure controls can provide absolute assurance that all disclosure control issues, if any, within

a company have been detected.

Report on Internal Control over Financial Reporting

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in accordance with accounting principles generally accepted in the United States of America.

of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

the continuing material weakness described below, our management concluded that as of December 31, 2022, our internal control over

financial reporting was not effective.

of Material Weakness

As previously

described in our annual report on Form 10-K for the year ended December 31, 2021, in connection with the audit of our financial

statements as of and for the year ended December 31, 2021 (the “2021 audit”), our management and registered independent

public accounting firm identified a material weakness in

our internal control over financial reporting related to the lack of accounting department resources and/or policies and procedures

to ensure recording and disclosure of items in compliance with U.S.

This material weakness resulted in adjustments to our

warrant valuations in connection with the 2021 audit.

In response to the material weakness, we took a number of remediation steps to

enhance our internal controls, including implementing additional procedures and utilizing external consulting resources with

experience and expertise in U.S.

GAAP and public company accounting and reporting requirements to assist management with its

accounting and reporting of complex and/or non-recurring transactions and related disclosures.

However, in connection with the audit

of our financial statements as of and for the year ended December 31, 2022 (the “2022 audit”), our management determined

that that the material weakness identified in connection with the 2021 audit has not been fully remediated and resulted in

adjustments to the accounting treatment related to convertible debt, the business combination and goodwill impairment during the

2022 audit, which resulted in the late filing of this Annual Report.

of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

continuing material weakness described below, our management concluded that as of December 31, 2023, our internal control over financial

reporting was not effective.

of Material Weaknesses

In connection

with the audit of our financial statements as of and for the year ended December 31, 2023, we identified material weaknesses related to a lack of sufficient number of personnel within our accounting function

to adequately segregate duties, and we have not designed and implemented effective Information Technology General Controls (“ITGC”)

related to access controls to financial accounting systems.

We lack the resources to employ

additional personnel to help mitigate these material weaknesses and we foresee that these material weaknesses will not be remediated until we

receive additional funding to support our accounting department.

of Material Weakness

As described above, following the 2021 audit, we evaluated and implemented

additional procedures in order to remediate this material weakness, including utilizing external consulting resources with experience

and expertise in U.S.

GAAP and public company accounting and reporting requirements to assist management with its accounting and reporting

of complex and/or non-recurring transactions and related disclosures.

However, due, in part, to a number of unfortunate staffing adjustments

and departures at the consulting firms we utilized, these changes have not completely remediated the material weakness identified and

We intend to continue to take steps to enhance our internal controls, including implementing additional internal procedures

and utilizing well-established external consulting resources with experience and expertise in U.S.

GAAP and public company accounting

and reporting requirements.

However, we cannot assure you that these or other measures will fully remediate

the material weakness in a timely manner.

Notwithstanding the identified material weakness, our management believes that (the indicated

adjustments having been made) the consolidated financial statements included in this report fairly represent in all material respects

our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

We cannot assure you that these

or other measures will fully remediate the material weakness in a timely manner.

Notwithstanding the identified material weakness, our

management believes that the consolidated financial statements included in this report fairly represent in all material respects our financial

condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

in Internal Control over Financial Reporting

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Board of Directors

board of directors currently consists of seven members, each of whose current term of office as a director expires at the 2023 annual

meeting of stockholders.

board of directors currently consists of six members, each of whose current term of office as a director expires at the 2024 annual meeting

of stockholders.

Biographical information with respect to our directors is provided below.

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are no family relationships among any of our directors or executive officers.

There is no arrangement or understanding between any director and any other person pursuant to which the director was selected.

There is no arrangement or understanding between any director

and any other person pursuant to which the director was selected.

Position with the Company

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Chairman and Chief Executive Officer

Amy Broidrick

President, Chief Strategy Officer and Director

Richard David

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Poirier founded the Qualigen business in 1996 and is its Chairman and Chief Executive Officer.

Before founding

Qualigen, Mr.

Poirier had relevant operating, marketing and sales positions with Ashirus Technologies, Inc., EnSys, Inc., Sanofi Pasteur

and Abbott Laboratories, Inc.

Before founding Qualigen,

Poirier had relevant operating, marketing and sales positions with Ashirus Technologies, Inc., EnSys, Inc., Sanofi Pasteur and Abbott

Laboratories, Inc.

Before working at Abbott, Mr.

Poirier served as an officer in the United States Navy, assigned to the US

Atlantic Fleet.

Poirier served as an officer in the United States Navy, assigned to the US Atlantic

Poirier holds a B.A.

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and business contributed to our board of directors’ conclusion that he should serve as a director of our company.

Broidrick has served as our President, Chief Strategy and Operating Officer since February 2023.

She previously

served as our President and Chief Strategy Officer since December 2021, and Executive Vice President/Chief Strategy Officer since December

From 2016 to July 2020, Ms.

Broidrick served as Senior Vice President, Global Head of Corporate Development of Viking Therapeutics,

VKTX), a clinical-stage biopharmaceutical company.

Before that, she was Vice President, Head of Global Marketing Excellence

and Business Innovation with EMD Serono (part of Merck KGaA).

Earlier, she was Vice President, Head of Marketing and Commercialization

at Arena Pharmaceuticals, Inc., and had significant roles and responsibilities at Merck & Co., Inc.

Searle & Company.

Broidrick’s executive experience with large and smaller public companies in the therapeutics industry contributed to our board

of directors’ conclusion that she should serve as a director of our company.

David, MD FACS .

David serves as Chief Medical Officer for the Los Angeles Division of Genesis Healthcare Partners,

the largest urology group in Southern California.

He also serves as medical director for Genesis’ Advanced Prostate Cancer Center

of Excellence.

David serves as Chief Medical Officer for the Los Angeles Division of Genesis Healthcare Partners, the largest

urology group in Southern California.

He also serves as medical director for Genesis’ Advanced Prostate Cancer Center of Excellence.

In addition, Dr.

David serves as Clinical Professor of Urology for the David Geffen School of Medicine at UCLA.

obtained his undergraduate education at Stanford University and his medical degree at Thomas Jefferson University in Philadelphia.

also holds a Master’s degree in Medical Management (MMM) from the Marshall School of Business at the University of Southern California.

He trained in general surgery and completed his urology residency at UCLA Medical Center in Los Angeles.

David is a fellow of the

American College of Surgeons.

David obtained his

undergraduate education at Stanford University and his medical degree at Thomas Jefferson University in Philadelphia.

He also holds a

Master’s degree in Medical Management (MMM) from the Marshall School of Business at the University of Southern California.

in general surgery and completed his urology residency at UCLA Medical Center in Los Angeles.

David is a fellow of the American College

David’s experience as an executive of a large healthcare organization, including his background as a medical doctor, contributed

to our board of directors’ conclusion that he should serve as a director of our company.

Emery acquired Supply Chain Services in 2010 and, as its Chief Executive Officer, grew it into a premier

provider of automatic identification and data capture and factory automation solutions before selling the business to Sole Source

Capital LLC in May 2020.

Before Supply Chain Services, he served as Chairman and Chief Executive Officer of MTS Systems Corporation

MTSC), a leading global supplier of mechanical testing systems and high-performance industrial position sensors.

Emery is a seasoned executive in manufacturing, distribution and supply chain management.

He served as Chairman

and Chief Executive Officer of MTS Systems Corporation (Nasdaq-GS:

MTSC), a leading global supplier of mechanical testing systems and

high-performance industrial position sensors.

Emery served on the Board of Directors of Allete, Inc.

ALE), a Minnesota-based utilities and energy company, from 2006 to

ALE), a Minnesota-based

utilities and energy company, from 2006 to 2018.

Emery chairs the University of St.

Thomas School of Engineering Board of Governors.

Emery holds a PhD in Industrial

Engineering from Stanford University and a B.S.

Thomas College of Engineering Board of Governors.

Emery holds a PhD in Industrial Engineering from Stanford University and a B.S.

in Engineering from the US Naval Academy.

He served for 10 years in the US Navy

(including on gunboats in Vietnam).

Emery’s extensive board service with and executive leadership of major companies contributed to our board of directors’ conclusion

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first-ever implantable defibrillator.

As a securities analyst he showed perspicuity leading Hambrecht & Quist in providing venture

funds for, and then taking public, Ventritex, which was later acquired by St.

Jude Medical.

After Hambrecht & Quist, Mr.

Kruger worked

as an analyst for Montgomery Securities and Bank of America.

As a securities analyst he led Hambrecht & Quist’s efforts in providing venture funds

for, and then taking public, Ventritex, which was later acquired by St.

Jude Medical/Abbott.

After H&Q, Mr.

Kruger worked as an analyst

for Montgomery Securities and Bank of America.

Across 20 years of research work, Mr.

Kruger has overseen the IPOs of over

30 medical products companies, including leadership of the Life Sciences banking effort for WR Hambrecht & Co.

Kruger received

degree in Biomedical Engineering from Brown University;

Kruger has overseen the IPOs of over 30 medical

products companies.

Later he headed up the Life Sciences banking effort for WR Hambrecht & Co.

Kruger received a Sc.B.

in Biomedical Engineering from Brown University;

a Master’s degree in Bioengineering from the University of Michigan;

and a business degree (S.M.) from the Sloan School at the Massachusetts Institute of Technology (MIT).

He also completed the premedical

post-baccalaureate program at Columbia University.

and a business

degree (S.M.) from the Sloan School at the Massachusetts Institute of Technology (MIT).

He also completed the premedical post-baccalaureate

program at Columbia University.

Kruger’s long experience in investment banking and securities analysis with a life sciences focus contributed to our board of directors’

conclusion that he should serve as a director of our company.

Ritter served as Co-Founder, Chief Strategic Officer and Executive Chairman of our predecessor, Ritter Pharmaceuticals,

Inc., from its inception in 2004 through the formation of Ritter Pharmaceuticals, Inc.

in 2008 and served in those positions with Ritter

Pharmaceuticals, Inc.

from 2008 until the May 22, 2020 reverse recapitalization transaction (the “Reverse Recapitalization Transaction”)

in which Ritter Pharmaceuticals, Inc.

Ritter served as Co-Founder, Chief Strategic Officer and Executive Chairman of the Company during its Ritter Pharmaceuticals,

phase, from its inception in 2004 through the formation of the Ritter Pharmaceuticals, Inc.

corporate entity in 2008 and served

in those positions with Ritter Pharmaceuticals, Inc.

from 2008 until the May 22, 2020 reverse recapitalization transaction (the “Reverse

Recapitalization Transaction”) in which Ritter Pharmaceuticals, Inc.

changed its name to Qualigen Therapeutics, Inc.

Ritter has extensive experience creating and

building diverse business enterprises and since 1987 through Andela Corporation, of which he is the CEO, has provided corporate management,

strategic planning and financial consulting for a wide range of market segments including;

health product related national distribution

and private label production, television and publishing.

He assisted taking Ritter Pharmaceuticals, Inc.

public on Nasdaq and Martin

Lawrence Art Galleries public on the New York Stock Exchange.

has extensive experience creating and building diverse business enterprises and since 1987 through Andela Corporation, of which he is

the CEO, has provided corporate management, strategic planning and financial consulting for a wide range of market segments including;

health product related national distribution and private label production, television and publishing.

He assisted taking Ritter Pharmaceuticals,

public on Nasdaq and Martin Lawrence Art Galleries public on the New York Stock Exchange.

Since 2010, Mr.

Ritter has also acted as a managing partner of Stonehenge

Partners, LLC.

Ritter has a long history of public service that includes appointments by three Governors to several State of California

Commissions including eight years as Commissioner on the California Prison Industry Authority.

Ritter has also acted

as a managing partner of Stonehenge Partners, LLC.

Ritter has a long history of public service that includes appointments by three

Governors to several State of California Commissions including eight years as Commissioner on the California Prison Industry Authority.

Ritter’s experience as an entrepreneur and chairman of a publicly traded development-phase therapeutics company contributed to

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Copies of each committee’s charter are posted on the Investor Relations section of our

website, which is located at www.qualigeninc.com .

website, which is located at www.qlgntx.com .

The current members of our Audit Committee are Mr.

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following table sets forth information about our current executive officers.

with the Company

and Chief Executive Officer

and Chief Strategy Officer

Financial Officer, Vice President of Finance

Medical Officer and Senior Vice President

Position with the Company

Michael Poirier

Chairman and Chief Executive Officer

Christopher Lotz

Chief Financial Officer, Vice President of Finance

serve at the discretion of the board of directors.

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There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was

the biographies of Mr.

Poirier and Ms.

Broidrick, please see “Board of Directors - The Board of Directors in General”.

the biography of Mr.

Poirier, please see “Board of Directors” above.

Lotz | Chief Financial Officer, Vice President of Finance.

Lotz joined Qualigen as Director of Finance in 2002 and was

Lotz joined Qualigen, Inc.

as Director of Finance in 2002 and was

promoted to his current role of Chief Financial Officer, Vice President of Finance in 2003.

Before joining

Qualigen, Mr.

Lotz spent the previous 15 years serving in financial leadership positions with Bexcom, an Asian-based software

developer, California Furniture Collections, Inc., a custom furniture manufacturer, and Group Publishing, Inc., an educational media

He became an officer of the Company at the

time of the Reverse Recapitalization Transaction in 2020.

Before joining Qualigen, Inc.

Lotz spent the previous 15 years serving

in financial leadership positions with Bexcom, an Asian-based software developer, California Furniture Collections, Inc., a custom furniture

manufacturer, and Group Publishing, Inc., an educational media publisher.

Lotz holds a B.S.

in Business Administration from Colorado State University.

Tariq Arshad, MD, MBA |

Chief Medical Officer and Senior Vice President.

Arshad brings more than 20 years of biotech

and pharmaceutical experience to Qualigen.

He is an oncologist with expertise in both early and late-stage clinical development at several

leading and emergent biopharmaceutical companies.

Prior to joining Qualigen in May 2021, Dr.

Arshad was Global Head of Medical

Affairs and Clinical Research with Becton Dickinson Biosciences in San Jose, California from 2019-2021,

where he led a team of MDs and PHDs driving scientific strategy for a cutting-edge immuno-oncology focused portfolio.

From 2018-2019,

Arshad served as Head of Medical Affairs, Immunology, Global Markets for Sanofi Genyzyme, and Chief Medical Officer, Head of

Clinical Research and Medical Affairs for Humanigen, Inc.

from 2016-2018.

Prior to that, he held leadership positions with XOMA Corporation,

Genentech, Inc., Merck & Co., Inc., and Pfizer Inc.

Arshad holds a M.B.B.S (Bachelor of

Medicine, Bachelor of Surgery) from University of Punjab, MD from Educational Commission for Foreign Medical Graduates (ECFMG), and a

degree from George Washington University.

in Business Administration from Colorado

State University.

Section 16(a) Reports

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and officers, the Company believes that during the year ended December 31, 2023, all Section 16(a) filing requirements applicable to

such persons were met in a timely manner, except as described below.

of Michael Poirier, Amy Broidrick, Christopher Lotz, Shishir Sinha, Wajdi Abdul-Ahad, Tariq Arshad, Richard David, Sidney Emery, Jr.,

Matthew Korenberg, Kurt Kruger and Ira Ritter filed one late Form 4 report with respect to a grant of stock options that each of them

received on July 11, 2022 as follows:

Michael Poirier (37,000 options), Amy Broidrick (130,000 options), Christopher Lotz (100,000 options),

Shishir Sinha (100,000 options), Wajdi Abdul-Ahad (80,000 options), Tariq Arshad (102,000 options), Richard David (40,000 options), Sidney

Emery (40,000 options), Jr., Matthew Korenberg (40,000 options), Kurt Kruger (40,000 options) and Ira Ritter (40,000 options).

such persons were met in a timely manner.

Executive Compensation.

AND DIRECTOR COMPENSATION

Compensation Table (2023 and 2022)

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Michael Poirier, Chairman and Chief Executive Officer

Amy Broidrick, President and Chief Strategy Officer

Tariq Arshad, Chief Medical Officer and Senior Vice President (3)

Tariq Arshad, Former Chief

Medical Officer and Senior Vice President (3)

Amy Broidrick, Former President, Chief Strategy and Operating Officer (4)

amounts reported in this column reflect the aggregate grant date fair value of the option

awards granted during 2022 and 2021, computed in accordance with Financial Accounting Standard

awards granted during 2022, computed in accordance with Financial Accounting Standards

Board Accounting Standards Codification Topic 718 for stock-based compensation transactions

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the common stock underlying such stock options.

life insurance premiums paid by us for each named executive officer in addition to 401(k)

matching contributions paid by us for Mr.

Poirier and Ms.

Arshad joined Qualigen in May 2021.

There were no option awards granted during 2023.

(2) The amounts reported in this column represent

401(k) matching contributions and life insurance premiums paid by us for Mr.

Poirier and Dr.

Arshad, and $1,316 in 401(k) matching contributions and life insurance premiums paid by us for Ms.

and $370,138 in severance compensation for Ms.

Arshad resigned from his role as Chief Medical Officer and Senior Vice President effective

February 25, 2024.

Broidrick resigned from her role as President, Chief

Strategy and Operating Officer and as a Director effective June 16, 2023.

The 2023 “Salary” for Ms.

Broidrick includes

amounts we paid through June 16, 2023.

The 2023 “All Other Compensation” for Ms.

Broidrick includes $370,138 of severance compensation.

Employment Agreements

Agreement with Michael Poirier

Poirier, is party to an Executive Employment Agreement with Qualigen dated February 1, 2017, as amended January 9, 2018 (the

“Poirier Employment Agreement”).

The Poirier Employment Agreement had an initial three-year term and is now

automatically renewed for successive one-year periods unless either party gives notice of nonrenewal at least 90 days before the end

of such a one-year period.

Poirier is party to an Executive Employment Agreement dated February 1, 2017, as amended January 9, 2018 (the “Poirier

Employment Agreement”).

The Poirier Employment Agreement had an initial three-year term and is now automatically renewed for successive

one-year periods unless either party gives notice of nonrenewal at least 90 days before the end of such a one-year period.

the terms of the Poirier Employment Agreement, Mr.

Poirier is entitled to an annual base salary of at least $315,000, is eligible to

participate in the Company’s bonus plans, benefit programs and medical benefits, is eligible for certain event-based bonuses

(including for “Liquidity Event” acquisition transactions), and is entitled to four weeks of vacation per year.

Poirier’s employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Poirier

Employment Agreement), and he provides a general release to the Company, he will be entitled to one year of salary continuation plus the

cost of COBRA coverage continuation for such one year period.

In May 2021, our board of directors and its compensation committee

increased Mr.

Poirier’s annual base salary to $575,000.

On January 13, 2023, the Company’s board of directors, as part

of certain cost-cutting measures, approved a temporary 20% reduction to the base salaries of all executive officers of the Company.

Accordingly, on January 16, 2023, Mr.

Poirier’s base salary was reduced to $460,000.

Agreement with Amy Broidrick

her promotion to the position of President and Chief Strategy Officer in December 2021, Ms.

Broidrick is party to an Executive

Employment Agreement with Qualigen dated December 10, 2021 (the “Broidrick Employment Agreement”).

The Broidrick

Employment Agreement had an initial term expiring on April 30, 2022 and is now automatically renewed for successive one-year periods

unless either party gives notice of nonrenewal at least 90 days before the end of such a one-year period.

the terms of The Broidrick Employment Agreement, Ms.

Broidrick is entitled to an annual base salary of at least $450,000, is

eligible to participate in the Company’s bonus plans, benefit programs and medical benefits, is eligible for certain

event-based bonuses, and is entitled to four weeks of vacation per year.

Broidrick’s employment is terminated without

Cause or she resigns for Good Reason (as such terms are defined in the Broidrick Employment Agreement), and she provides a general

release to the Company, she will be entitled to one year of salary continuation plus the cost of COBRA coverage continuation for

such one year period.

participate in the Company’s bonus plans, benefit programs and medical benefits, is eligible for certain event-based bonuses (including

for “Liquidity Event” acquisition transactions), and is entitled to four weeks of vacation per year.

employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Poirier Employment Agreement),

and he provides a general release to the Company, he will be entitled to one year of salary continuation plus the cost of COBRA coverage

continuation for such one year period.

In May 2021, our board of directors and its compensation committee increased Mr.

annual base salary to $575,000.

On January 13, 2023, the Company’s board of directors, as part of certain cost-cutting measures,

approved a temporary 20% reduction to the base salaries of all executive officers of the Company.

Accordingly, on January 16, 2023,

Broidrick’s base salary was reduced to $360,000.

following definitions are used in each of the Employment Agreements described above:

means any of the following:

(i) a material breach by the employee of any of the trade secret/proprietary information, confidential information

of intellectual property ownership sections of the Employment Agreement;

(ii) a material breach by the employee of any other provision

of the Employment Agreement, if such material breach (if susceptible to cure) has continued uncured for a period of at least 15 days

following delivery by Qualigen to the employee of written notice of such material breach;

(iii) fraud, dishonesty or other breach of

trust whereby the employee obtains personal gain or benefit at the expense of or to the detriment of Qualigen or any of Qualigen’s

subsidiaries or affiliates;

(iv) a conviction of or plea of nolo contendere or similar plea by the employee of any felony;

(v) a conviction

of or plea of nolo contendere or similar plea by of any other crime involving theft, misappropriation of property, dishonesty or moral

(vi) a willful and material violation of applicable law by the employee in connection with the performance of his/her duties

under the Employment Agreement;

(vii) chronic or repeated substance abuse by the employee, or any other use by the employee of alcohol,

drugs or illegal substances in such a manner as to interfere with the performance of his/her material duties hereunder;

or (viii) failure

to comply with the lawful directions of Qualigen’s board of directors which are otherwise consistent with the terms of this Agreement,

which failure has continued for a period of at least 10 days after delivery by Qualigen to the employee of written demand by Qualigen’s

board of directors.

Reason” means the occurrence of any of the following circumstances, without the employee’s express consent:

resigns due to (i) a material reduction of the employee’s title or authority, (ii) a material reduction in the employee’s

salary or benefits (other than a reduction that generally applies to the officers at the employee’s level in Qualigen or, as applicable,

after a transaction in which Qualigen or substantially all its assets is acquired, in the successor entity at that time), (iii) any material

breach of this Agreement by Qualigen which is not cured within 30 days after written notice by the employee;

or (iv) a change of the

principal non-temporary location in which the employee is required to perform the employee’s services to any location exceeding

35 miles from Carlsbad, California.

In no event shall a resignation be considered to be with Good Reason unless the resignation occurs

after but within 30 days after the initiation of the item of Good Reason.

foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the

employment agreements.

Offer Letter with Tariq Arshad

Under the terms of his offer letter

with the Company, dated May 17, 2021, Dr.

Arshad is entitled to an annual base salary of at least $400,000.

He received a cash signing

bonus of $25,000 when he joined the Company, is eligible to receive annual cash bonuses equal to an amount up to 40% of his annualized

base salary, and is entitled to four weeks of vacation per year.

Under the terms of his offer letter, if Dr.

Arshad’s employment is terminated without Cause or he resigns for Good

Reason, and he provides a general release to the Company, he will be entitled to 180

days of salary continuation plus the cost of COBRA coverage continuation for such 180 day period.

On January 13, 2023, the Company’s

board of directors, as part of certain cost-cutting measures, approved a temporary 20% reduction to the base salaries of all executive

officers of the Company.

Accordingly, on January 16, 2023, Mr.

Arshad’s annual base salary was reduced to $320,000.

Poirier’s base salary was reduced to $460,000;

it was subsequently restored in August 2023.

Agreement with Christopher Lotz

Lotz is party to an Executive Employment Agreement dated February 1, 2017, as amended January 9, 2018 (the “Lotz

Employment Agreement”).

The Lotz Employment Agreement had an initial three-year term and is now automatically renewed for successive

one-year periods unless either party gives notice of nonrenewal at least 90 days before the end of such a one-year period.

the terms of the Lotz Employment Agreement, Mr.

Lotz is entitled to an annual base salary of at least $225,000, is eligible to participate

in the Company’s bonus plans, benefit programs and medical benefits, is eligible for certain event-based bonuses (including for

“Liquidity Event” acquisition transactions), and is entitled to four weeks of vacation per year.

Lotz’s employment

is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Lotz Employment Agreement), and he provides

a general release to the Company, he will be entitled to 180 days of salary continuation plus the cost of COBRA coverage continuation

for such 180 day period.

In May 2021, our board of directors and its compensation committee increased Mr.

Lotz’s annual base salary

On January 13, 2023, the Company’s board of directors, as part of certain cost-cutting measures, approved a temporary

20% reduction to the base salaries of all executive officers of the Company.

Accordingly, on January 16, 2023, Mr.

salary was reduced to $240,000;

it was subsequently restored in August 2023.

Letter with Tariq Arshad

the terms of his hire offer letter with the Company, dated May 17, 2021, Dr.

Arshad was entitled to an annual base salary of at

least $400,000.

He received a cash signing bonus of $25,000 when he joined the Company, was eligible to receive annual cash bonuses

equal to an amount up to 40% of his annualized base salary, and is entitled to four weeks of vacation per year.

Under the terms of

his hire offer letter, if Dr.

Arshad’s employment is terminated without Cause or he resigns for Good Reason, and he provides a

general release to the Company, he will be entitled to 180 days of salary continuation plus the cost of COBRA coverage continuation

for such 180 day period.

February 25, 2024, Dr.

Arshad resigned from his position as the Company’s Chief Medical Officer and Senior Vice President.

did not assert that the resignation was for Good Reason and he did not provide a general release to the Company.

Employment Agreement with Amy Broidrick

Broidrick was party to an Executive

Employment Agreement with Qualigen, Inc., a former wholly-owned subsidiary of the Company, dated December 10, 2021.

On May 16, 2023,

Broidrick resigned from all officer and director positions with the Company and its subsidiaries, which became effective June

16, 2023 (the “Separation Date”).

Broidrick’s departure was not related to any disagreement with the Company

on any matter relating to the Company’s operations, policies, or practices.

In connection with her termination of employment,

on June 20, 2023, Qualigen, Inc, entered into a separation agreement and general release with Ms.

Broidrick, which became effective

after a 7 day revocation period following Ms.

Broidrick’s signing of it, on June 24, 2023.

Under the terms of the Separation

Agreement, Qualigen, Inc.

was obligated to provide Ms.

Broidrick severance in the form of continued salary pay at the rate then in

effect on the Separation Date ($360,000 per annum) for a period of 12 months following the Separation Date, subject to applicable

withholding, and payment or reimbursement for the cost of COBRA continuation medical and dental insurance coverage for 12 months

following the Separation Date, less any required taxes or withholdings.

Upon the July 20, 2023 closing of our sale of Qualigen,

Inc., Chembio (as the new parent company of Qualigen, Inc.) undertook the remaining severance liability to Ms.

Incentive Plan

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This summary is

qualified in its entirety by reference to the complete text of the 2020 Plan, which is filed as an exhibit to the Original Report and

incorporated herein by reference.

qualified in its entirety by reference to the complete text of the 2020 Plan, which is incorporated herein by reference.

We have reserved an aggregate of 755,702 shares of our common stock for issuance under the 2020 Plan.

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the vesting commencement date of May 17, 2021.

(3) Following Ms.

Broidrick’s termination of employment on June 16, 2023, she did not exercise any vested stock options, and all of her

equity awards were subsequently forfeited.

Versus Performance (PVP)

accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined

“Compensation Actually Paid,” or CAP of our PEO and NEOs for each of the fiscal years ended December 31, 2022 and 2021, and

our financial performance.

Also as required by the SEC, this section compares CAP to various measures used to gauge performance at the

Company for each such fiscal year.

accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the

SEC-defined “Compensation Actually Paid,” or CAP of our principal executive officer (“PEO”) and named

executive officers (“NEOs”) for each of the fiscal years ended December 31, 2023, 2022, and 2021, and our financial

Also as required by the SEC, this section compares CAP to various measures used to gauge performance at the Company for

each such fiscal year.

versus Performance Table - Compensation Definitions

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Value of Initial Fixed $100 Investment Based On Total Shareholder Return

Net Loss Attributable to Qualigen

Therapeutics, Inc.

The principal executive officer

(“PEO”) in 2022 and 2021 is Michael Poirier, our Chairman and Chief Executive Officer.

The Non-PEO NEOs in 2022 and 2021 are

Amy Broidrick, our President, Chief Strategy and Operating Officer and Tariq Arshad, our Chief Medical Officer and Senior Vice President.

The CAP was calculated beginning with the NEOs SCT total.

The following amounts were deducted from and added to the applicable SCT total

compensation:

Net Loss Attributable to Qualigen Therapeutics, Inc.

The principal executive officer (“PEO”) in 2023, 2022, and 2021

was Michael Poirier, our Chairman and Chief Executive Officer.

The Non-PEO NEOs in 2023, 2022, and 2021 were Amy Broidrick, who was our

President, Chief Strategy and Operating Officer, and Tariq Arshad, who was our Chief Medical Officer and Senior Vice President.

was calculated beginning with the NEOs SCT total.

The following amounts were deducted from and added to the applicable SCT total compensation:

Stock awards deducted from SCT

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5.99 years, expected dividend yield 0%, risk-free rate 0.42% - 1.43%.

There were no awards granted in 2023.

of Information Presented in the Pay versus Performance Table

Company’s executive compensation program reflects a variable pay-for-performance philosophy.

While the Company utilizes several

performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the

Pay versus Performance table.

Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically

align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for

a particular year.

In accordance with SEC rules, the Company is providing the following narrative disclosure regarding the relationships

between information presented in the Pay versus Performance table.

Our executive compensation program

reflects a variable pay-for-performance philosophy.

While we utilize several performance measures to align executive compensation with

Company performance, all of those Company measures are not presented in the Pay versus Performance table.

Moreover, we generally seek

to incentivize long-term performance, and therefore we do not specifically align our performance measures with compensation that is actually

paid (as computed in accordance with SEC rules) for a particular year.

Further, we do not have the right to (without the executive’s

consent) reduce an executive’s salary for a particular year to an amount lower than is provided for in any employment agreement

with the executive which covers such year.

In accordance with SEC rules, we provide the following narrative disclosure:

Actually Paid and Cumulative Total Stockholder Return

2021 and 2022, compensation actually paid to our PEO increased from ($753,431) in 2021 to $262,274 in 2022 for Mr.

Poirier, and average

compensation actually paid to our named executive officers other than our PEO decreased from $609,691 in 2021 to $121,235 in 2022.

the same period, the value of an investment of $100 in our common stock on the last trading day of 2020 decreased by $61.79 to $38.21

during 2021, and further decreased by $34.12 to $4.09 during 2022, for a total decrease over 2021 and 2022 of $95.91.

Compensation actually paid to our PEO increased from ($753,431) in 2021

to $262,274 in 2022, and further increased to $612,865 in 2023.

Average compensation actually paid to our named executive officers other

than our PEO decreased from $609,691 in 2021 to $121,235 in 2022, and increased to $488,856 in 2023.

Over the same period, the value of

an investment of $100 in our common stock on the last trading day of 2020 decreased by $61.79 to $38.21 during 2021, further decreased

by $33.92 to $4.29 during 2022, and further decreased by $2.46 during 2023, for a total decrease over 2021, 2022, and 2023 of $98.17.

Actually Paid and Net Loss

2021 and 2022, compensation actually paid to our PEO increased from ($753,431) in 2021 to $262,274 in 2022 for Mr.

Poirier, and average

compensation actually paid to our named executive officers other than our PEO decreased from $609,691 in 2021 to $121,235 in 2022.

the same period, our net loss decreased by $1.6 million during 2021 (from a net loss in 2020 of $19.5 million to a net loss in 2021 of

$17.9 million), and increased by $0.7 million during 2022 (from a net loss in 2021 of $17.9 million to a net loss in 2022 of $18.6 million).

2022 , our non-employee directors received $35,000 in cash for their services.

Committee chair received additional cash compensation of $15,000 and the other Board committee chairs received additional cash compensation

Each non-chair member of each Board committee received additional cash compensation of $7,500 (Audit Committee) and $5,000

(other Committees).

Non-employee directors each received a grant of 4,000 stock options (adjusted for the Reverse Stock Split) during

Compensation actually paid to our PEO increased from ($753,431) in 2021

to $262,274 in 2022, and further increased to $612,865 in 2023.

Average compensation actually paid to our named executive officers other

than our PEO decreased from $609,691 in 2021 to $121,235 in 2022, and increased to $488,856 in 2023.

Over the same period, our net loss

increased by $0.7 million during 2022 (from a net loss in 2021 of $17.9 million to a net loss in 2022 of $18.6 million), and decreased

by $5.2 million during 2023 (from a net loss in 2022 of $18.6 million to a net loss in 2023 of $13.4 million).

2023 , our non-employee directors were eligible to receive $35,000 in annual cash compensation.

The Audit Committee chair was eligible to receive additional annual cash compensation of $15,000 and the other Board committee chairs

were eligible to receive additional annual cash compensation of $10,000.

Each non-chair member of each Board committee was eligible to

receive additional annual cash compensation of $7,500 (Audit Committee) and $5,000 (other Committees).

On January 13, 2023, the Company’s

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of the Company effective January 1, 2023.

Poirier and to Ms.

On August 1, 2023 the Company’s board of directors approved the reinstatement of the

compensation of all directors of the Company to the above amounts effective August 1, 2023.

Non-employee directors did not receive stock

option grants during 2023.

The amounts in the table below represent fees actually paid in cash during 2023 and include some fees earned in 2022.

Poirier and Ms.

Broidrick is presented as part of the “Summary Compensation Table” above, rather than here.

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Name of Director

Fees Earned and

All other compensation

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Matthew Korenberg

amounts reported in this column reflects the aggregate grant date fair value of the option

awards granted during the year ending December 31, 2022, computed in accordance with ASC

Such grant date fair values do not take into account any estimated forfeitures related

to service-based vesting conditions.

Assumptions used in the calculation of these amounts

are included in the notes to our consolidated financial statements included in our Annual

Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2023.

These amounts do not reflect the actual economic value that may be realized by the directors

upon the exercise of the stock options or the sale of the common stock underlying such stock

(2) Represents

amounts paid for consulting services.

As of December 31, 2023, all non-employee directors had been paid for compensation earned through July 31, 2023.

or Offsetting Against Compensatory Securities

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securities granted as compensation to, or held directly or indirectly by, those persons.

also intend to adopt a formal claw-back policy for the recovery of incentive-based executive compensation erroneously awarded to executive

officers based on misstated financial reporting measures once Nasdaq’s listing standards become effective.

We have adopted a formal claw-back policy for the recovery of incentive-based

executive compensation erroneously awarded to executive officers based on misstated financial reporting measures.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth certain information regarding the beneficial ownership of our common stock as of April 28, 2023 by:

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 25, 2024 by:

our named executive officers;

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all of our current directors and executive officers as a group;

each stockholder known by us to own beneficially more than 5% of our common stock.

each stockholder known by us to own beneficially more than

5% of our common stock.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Shares of common stock that may be acquired by an individual or group within 60 days after April 28, 2023, pursuant to the exercise of

Shares of common stock that may be acquired by an individual or group within 60 days after March 25, 2024, pursuant to the exercise of

options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group,

but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

percentage of beneficial ownership of our common stock is calculated based on an aggregate of 5,052,463 shares outstanding as of April

as indicated in the footnotes to this table, we believe that the stockholders named in this table have sole voting and investment

power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such

stockholders.

percentage of beneficial ownership of our common stock is calculated based on an aggregate of 6,307,371 shares outstanding as of March

as indicated in the footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power

with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.

Unless otherwise indicated, the address for each director and executive officer listed is:

c/o Qualigen Therapeutics,

Inc., 2042 Corte Del Nogal, Carlsbad, California 92011 USA.

c/o Qualigen Therapeutics, Inc., 5857 Owens

Avenue, Suite 300, Carlsbad, California 92008 USA.

Beneficial Owner

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Michael Poirier (2)

Amy Broidrick (3)

Tariq Arshad (4)

Christopher Lotz (3)

Richard David (4)

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Represents beneficial ownership of less than 1% of the shares of common stock.

shares of common stock issuable upon the exercise of warrants;

Alpha Capital Anstalt would

not be permitted to convert or exercise all or any portion of its warrants to the extent

that such conversion or exercise would result in Alpha Capital Anstalt (and its affiliates)

beneficially owning more than 9.99% of the number of shares of Qualigen common stock outstanding

immediately after giving effect to the issuance of shares of common stock issuable upon conversion/exercise.

Konrad Ackermann has voting and investment power over the shares held by Alpha Capital Anstalt.

shares of common stock issuable upon the exercise of warrants or conversion of its convertible

Alpha Capital Anstalt would not be permitted to convert or exercise all or any

portion of its warrants or debentures to the extent that such conversion or exercise would

result in Alpha Capital Anstalt (and its affiliates) beneficially owning more than 9.99%

of the number of shares of Company common stock outstanding immediately after giving effect

to the issuance of shares of common stock issuable upon conversion/exercise.

Konrad Ackermann

has voting and investment power over the shares held by Alpha Capital Anstalt.

112,500 shares of common stock exercisable within 60 days under outstanding stock options

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63,333 shares of common stock exercisable within 60 days under outstanding stock options

13,334 shares of common stock exercisable within 60 days under outstanding stock options.

3,334 shares of common stock exercisable within 60 days under outstanding stock options and

885 shares of common stock exercisable within 60 days under outstanding warrants.

3,334 shares of common stock exercisable within 60 days under outstanding stock options.

3,334 shares of common stock exercisable within 60 days under outstanding stock options and

885 shares of common stock exercisable within 60 days under outstanding warrants.

and 7,766 shares of common stock exercisable within 60 days under outstanding warrants.

(4) Includes 6,334 shares of common stock exercisable within 60 days under

outstanding stock options and 885 shares of common stock exercisable within 60 days under outstanding warrants.

(5) Includes 6,334 shares of common stock exercisable within 60 days under

outstanding stock options.

6,334 shares of common stock exercisable within 60 days under outstanding stock options.

Also includes shares of common stock held in a retirement plan trust of which Ira Ritter

and his spouse are trustees;

(7) Includes 6,334 shares of common stock exercisable within 60 days under

outstanding stock options and 885 shares of common stock exercisable within 60 days under outstanding warrants.

(8) Includes 6,334 shares of common stock exercisable within 60 days under

outstanding stock options.

Also includes shares of common stock held in a retirement plan trust of which Ira Ritter and his spouse are

and also includes shares beneficially owned by Stonehenge Partners.

As a managing partner of Stonehenge Partners, Ira Ritter may be deemed the beneficial owner

of these shares.

(10) Includes

160,005 shares of common stock exercisable within 60 days under outstanding stock options

and 18,391 shares of common stock exercisable within 60 days under outstanding warrants.

As a managing partner of Stonehenge Partners, Ira Ritter

may be deemed the beneficial owner of these shares.

(9) Includes 207,503 shares of common stock exercisable within 60 days under

outstanding stock options and 18,391 shares of common stock exercisable within 60 days under outstanding warrants.

Compensation Plan Information

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May 26, 2022, the Company acquired 2,232,861 shares of Series A-1 Preferred Stock of NanoSynex, Ltd.

(“NanoSynex”) from Alpha

Capital Anstalt (“Alpha Capital”), a related party, in exchange for 350,000 reverse split adjusted shares of the Company’s

(“NanoSynex”) from Alpha a related party, in exchange for 350,000 reverse split adjusted shares of the Company’s

common stock and a prefunded warrant to purchase 331,464 reverse split adjusted shares of the Company’s common stock at an exercise

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These warrants were subsequently exercised on September 13, 2022.

December 22, 2022, the Company issued to Alpha Capital, an 8% Senior Convertible Debenture (the “Debenture”) in the

aggregate principal amount of $3,300,000 for a purchase price of $3,000,000 pursuant to the terms of a Securities Purchase

Agreement, dated December 21, 2022.

The Debenture is convertible, at any time, and from time to time, at Alpha’s option, into

shares of common stock of the Company, at a price equal to $1.32 per share, subject to adjustment as described in the Debenture and

other terms and conditions described in the Debenture, including the Company’s receipt of the requisite stockholder approvals.

Additionally, on December 22, 2022, the Company issued to Alpha Capital a liability classified warrant to purchase 2,500,000 shares

of the Company’s common stock (see Note 10-Warrant Liabilities to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).

The exercise price of the warrant is $1.65 (equal to 125% of

the conversion price of the Debenture on the closing date).

The warrant may be exercised by Alpha Capital, in whole or in part, at

any time on or after June 22, 2023 and before June 22, 2028, subject to certain terms conditions described in the warrant, including

the Company’s receipt of the necessary stockholder approvals.

December 21 and 22, 2022, we entered into a Securities Purchase Agreement with Alpha and in exchange for $3,000,000 in cash (less $50,000

for expense reimbursement) issued to Alpha the 2022 Debenture, plus 2,500,000 common stock warrants exercisable (from June 22, 2023 through

June 22, 2028) at $1.65 per share.

Commencing June 1, 2023 and continuing on the first day of each month thereafter until the earlier

of (i) December 22, 2025 and (ii) the full redemption of the 2022 Debenture (each such date, a “Monthly Redemption Date”),

we must redeem $110,000 plus accrued but unpaid interest, liquidated damages and any amounts then owing under the 2022 Debenture (the

“Monthly Redemption Amount”).

The Monthly Redemption Amount must be paid in cash;

provided that after the first two monthly

redemptions, we may (if the Equity Conditions, as defined in the 2022 Debenture, are then satisfied or have been waived) elect to pay

all or a portion of a Monthly Redemption Amount in shares of our common stock, based on a conversion price equal to the lesser of (i)

the then applicable conversion price of the 2022 Debenture and (ii) 85% of the average of the VWAPs (as defined in the 2022 Debenture)

for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date.

2022 Debenture accrues interest at the rate of 8% per annum, which began accruing on December 1, 2023, and will be payable on a quarterly

Interest may be paid in cash or shares of common stock or a combination thereof at our option;

provided that the Equity Conditions

have been satisfied.

2022 Debenture is convertible into our common stock at any time at the holder’s option;

the conversion price was originally $1.32.

than the Monthly Redemption Amounts, the 2022 Debenture does not call for scheduled payments of principal before the scheduled maturity

the 2022 Debenture and the accompanying warrants provide for “ratchet” antidilution adjustments to their conversion price

and exercise price.

the 2022 Debenture and the accompanying warrants include a beneficial ownership blocker of 9.99%, which may only be waived by Alpha upon

61 days’ notice to the Company.

December 5, 2023, we and Alpha entered into an Amendment No.

1 with regard to Securities Purchase Agreement, under which the conversion

price of the 2022 Debenture and the exercise price of the associated warrants were reduced to $0.73 per share, in exchange for Alpha

permitting us to make certain Monthly Redemption Amount payments in the form of our stock rather than in cash even though the Equity

Conditions were not satisfied (which would otherwise have prevented payment in the form of stock).

In addition, such Amendment revised

certain provisions of the 2,500,000 common stock warrants to (i) limit the circumstances which would trigger a potential adjustment to

the exercise price of the 2,500,000 common stock warrants and (ii) clarify the treatment of the 2,500,000 common stock warrants upon

a “Fundamental Transaction.” (The purpose of these revisions was to remove the terms that caused the 2,500,000 common stock

warrants to be liability-classified under U.S.

new $0.73 per share conversion/exercise price triggered a “ratchet” antidilution adjustment in the Company’s outstanding

“exploding” “Series C Warrants,” resulting in such Series C Warrants becoming exercisable for 455,623 common

shares (at an exercise price of $0.73 per share), as opposed to the 251,971 common shares into which such outstanding Series C Warrants

would have been exercisable (at $1.32 per share) pre-adjustment.

Finally, the $0.73 per share price triggered a “ratchet”

antidilution adjustment in the exercise price of other outstanding Company common stock warrants, including 7,084 warrants held by Alpha

and 67,620 warrants held by other persons, all of which were previously exercisable at $1.32 per share.

February 26 and 27, 2024, we entered into a Securities Purchase Agreement with Alpha and in exchange for $500,000 in cash (less $25,000

for expense reimbursement) issued to Alpha an 8% Convertible Debenture with a face amount of $550,000 due on December 31, 2024 (the “2024

Debenture”), plus 900,016 5-year common stock warrants exercisable at $0.26 per share.

In addition, per this Securities Purchase

Agreement Alpha obtained an option to purchase additional 8% Convertible Debentures, of like tenor, with face amounts of up to an aggregate

of $1,100,000 (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 1,800,032 additional

warrants), which would (if and when Alpha exercises such option) provide us up to an additional $1.0 million in cash proceeds (less expense

reimbursement, and not including any possible cash proceeds from any future exercise of the additional warrants).

This option is valid through July 1, 2024.

2024 Debenture has a maturity date of December 31, 2024 and is convertible, at any time, and from time to time, at Alpha’s option,

into shares of our common stock, at $0.6111 per share.

The 2024 Debenture does not call for scheduled payments of principal or interest

before the scheduled maturity date.

Interest on the 2024 Debenture accrues on its outstanding principal balance at the rate of 8% per

the 2024 Debenture and the accompanying warrants provide for “ratchet” antidilution adjustments to their conversion price/exercise

the 2024 Debenture and the accompanying warrants include a beneficial ownership blocker of 9.99%, which may only be waived by Alpha upon

61 days’ notice to the Company.

granted Alpha “piggyback” registration rights for the common shares underlying the 2024 Debenture and the accompanying warrants.

$0.26 exercise price of the warrants issued with the 2024 Debenture triggered a “ratchet” antidilution adjustment in the

2022 Debenture, resulting in the then current $1,198,922 principal amount thereof becoming convertible into 4,611,238 shares of Company

common stock (as opposed to the 1,642,359 shares into which such outstanding principal amount were convertible pre-adjustment).

the $0.26 exercise price of the warrants issued with the 2024 Debenture triggered a “ratchet” antidilution adjustment in

the Company’s outstanding “exploding” “Series C Warrants,” resulting in such Series C Warrants becoming

exercisable for 1,279,261 common shares (at an exercise price of $0.26 per share), as opposed to the 455,623 common shares into which

such outstanding Series C Warrants would have been exercisable (at $0.73 per share) pre-adjustment.

Finally, the $0.26 exercise price

of the warrant triggered a “ratchet” antidilution adjustment in the exercise price of other outstanding Company common stock

warrants, including 2,507,048 warrants held by Alpha and 67,620 warrants held by other persons, all of which were previously exercisable

at $0.73 per share.

connection with her termination of employment, on June 20, 2023, Qualigen, Inc., a former wholly-owned subsidiary of the Company,

signed a separation agreement and general release (the “Separation Agreement”) with Amy Broidrick, which became

effective on June 24, 2023.

the terms of the Separation Agreement, Qualigen, Inc.

Broidrick with (i) $16,637 in cash compensation, less applicable withholdings

for federal and state income and employment taxes, which represented Ms.

Broidrick’s accrued but unpaid salary and vacation pay

through the Separation Date, and reimbursement of certain expenses incurred by Ms.

Broidrick, (ii) severance in the form of continued

salary pay to Ms.

Broidrick at the rate then in effect on the Separation Date ($360,000 per annum) for a period of 12 months following

the Separation Date, subject to applicable withholding, and (iii) payment or reimbursement for the cost of COBRA continuation medical

and dental insurance coverage for 12 months following the Separation Date, less any required taxes or withholdings.

In addition, Ms.

Broidrick is entitled to any rights or benefits under Qualigen Inc.’s employee benefit plans, to the extent earned and vested,

and had three months from the Separation Date to exercise any vested stock options.

Broidrick did not exercise any vested stock options.

Nasdaq’s continued listing requirements, a majority of a listed company’s board of directors must be comprised of independent

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relationships, our board of directors determined that each of Messrs.

David, Emery, Korenberg and Kruger are independent under the applicable

rules and regulations of Nasdaq.

In making such determinations, the board of directors considered the relationships that each such non-employee

director has with our company and all other facts and circumstances the board of directors deemed relevant in determining their independence.

David, Emery, Korenberg, Kruger and Ritter are independent under

the applicable rules and regulations of Nasdaq.

In making such determinations, the board of directors considered the relationships that

each such non-employee director has with our company and all other facts and circumstances the board of directors deemed relevant in

determining their independence.

Principal Accounting Fees and Services.

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The following documents are filed as part of this Annual Report:

Financial Statements.

The following documents are included in Part II, Item 8 of this Annual Report and are incorporated by reference

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See EXHIBIT INDEX

Contingent Value Rights Agreement, dated May 22, 2020, among the Company, John Beck in the capacity of CVR Holders’ Representative and Andrew J.

Ritter in his capacity as a consultant to the Company.

and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc.

of Amendment to the Amended and Restated Certificate of Incorporation

of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary

of State on May 29, 2020

of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse stock split]

Stock Purchase Agreement dated July 20, 2023 with Chembio Diagnostics, Inc., Biosynex, S.A.

and Qualigen, Inc.

Amended and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

Certificate of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary of State on May 29, 2020

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse stock split]

Certificate of Merger, filed with the Delaware Secretary of State on May 22, 2020

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020

and Restated Bylaws of the Company, as of August 10, 2021

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended.

Amended and Restated Bylaws of the Company, as of August 10, 2021

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 21, 2022

Warrant, issued by the Company in favor of Alpha Capital Anstalt, dated May 22, 2020

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“Deferred” Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated December 18, 2020

of liability classified Warrant to Purchase Common Stock

of “service provider” compensatory equity classified Warrant

Form of liability classified Warrant to Purchase Common Stock

Form of “service provider” compensatory equity classified Warrant

Description of Common Stock

Amended and Restated Common Stock Purchase Warrant to GreenBlock Capital LLC, dated April 25, 2022

and Restated Common Stock Purchase Warrant to Christopher Nelson, dated April 25, 2022

Stock Purchase Warrant for 2,500,000 shares in favor of Alpha Capital Anstalt, dated December 22, 2022

Amended and Restated Common Stock Purchase Warrant to Christopher Nelson, dated April 25, 2022

Common Stock Purchase Warrant for 2,500,000 shares in favor of Alpha Capital Anstalt, dated December 22, 2022

Executive Employment Agreement, by and between Qualigen, Inc.

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and Christopher Lotz, dated as of February 1, 2017 and as amended on January 9, 2018

Executive Employment Agreement dated December 10, 2021 with Amy Broidrick

2020 Stock Equity Incentive Plan

template of Stock Option Agreement for use under 2020 Stock Incentive Plan

of Indemnification Agreement – Qualigen, Inc.

Agreement (QN-24), by and between Qualigen, Inc.

and University of Louisville Research Foundation, Inc.

dated as of June 8,

Amendment 1 to the Exclusive License Agreement (QN-247), by and between Qualigen, Inc.

and University of Louisville Research Foundation, Inc., dated March 16, 2021

Amendment 2 to the Exclusive License Agreement (QN-247), by and between Qualigen, Inc.

and University of Louisville Research Foundation, Inc., dated January 17, 2023

Exclusive License Agreement between the Company and University of Louisville Research Foundation (RAS), Inc., dated as of July 17, 2020

Standard template of Stock Option Agreement for use under 2020 Stock Incentive Plan

Exclusive License Agreement (RAS) between the Company and University of Louisville Research Foundation, Inc., dated as of July 17, 2020

Amendment 1 to the Exclusive License Agreement (RAS), by and between Qualigen, Inc.

and University of Louisville Research Foundation, Inc., dated March 16, 2021

Agreement between Qualigen, Inc.

and Advanced Cancer Therapeutics, LLC dated December 17, 2018

Agreement among the Company, Qualigen, Inc.

and Advanced Cancer Therapeutics, LLC dated July 29, 2020

Transfer Agreement dated as of October 7, 2020 between Qualigen, Inc.

and Yi Xin Zhen Duan Jishu (Suzhou) Ltd.

Agreement among the Company, Qualigen, Inc.

Novation Agreement (RAS) among the Company, Qualigen, Inc.

and University of Louisville Research Foundation, Inc.

dated January 30, 2021

Agreement among the Company, Qualigen, Inc.

and University of Louisville Research Foundation, Inc.

dated March 1, 2021

offer letter from the Company to Tariq Arshad, dated April 22, 2021

to Technology Transfer Agreement between Yi Xin Zhen Duan Jishu (Suzhou) Ltd.

and Qualigen, Inc., dated August 5, 2021

to 2020 Stock Incentive Plan (approved by the Board of Directors on April 27, 2021 and by the Stockholders on August 9, 2021)

Amendment to Lease with Bond Ranch LP dated December 15, 2021

Hire offer letter from the Company to Tariq Arshad, dated April 22, 2021

License Agreement with UCL Business Limited dated January 12, 2022

First Deed of Variation to License Agreement with UCL Business Limited dated March 30, 2022

B Preferred Share Purchase Agreement between the Company and NanoSynex Ltd.

Series B Preferred Share Purchase Agreement between the Company and NanoSynex Ltd.

dated April 29, 2022

Purchase Agreement between the Company and Alpha Capital Anstalt dated April 29, 2022

Agreement for the Operational and Technological Funding of NanoSynex between Qualigen Therapeutics, Inc.

and NanoSynex Ltd., dated

Therapeutics, Inc.

Share Purchase Agreement between the Company and Alpha Capital Anstalt dated April 29, 2022

Master Agreement for the Operational and Technological Funding of NanoSynex between Qualigen Therapeutics, Inc.

and NanoSynex Ltd., dated May 26, 2022

Qualigen Therapeutics, Inc.

2022 Employee Stock Purchase Plan

Amendment No.

2 to the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc.

Amendment No.

1 to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc.

Purchase Agreement, dated December 21, 2022, by and between Qualigen Therapeutics, Inc.

Securities Purchase Agreement, dated December 21, 2022, by and between Qualigen Therapeutics, Inc.

and Alpha Capital Anstalt

Senior Convertible Debenture Due December 22, 2025

Rights Agreement, dated December 22, 2022, by and between Qualigen Therapeutics, Inc.

8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha Capital Anstalt

Registration Rights Agreement, dated December 22, 2022, by and between Qualigen Therapeutics, Inc.

and Alpha Capital Anstalt

Letter to Michael P.

Poirier, dated January 13, 2023, regarding compensatory changes

Letter to Michael Poirier, dated January 13, 2023, regarding compensatory changes

Letter to Amy Broidrick, dated January 13, 2023, regarding compensatory changes

Letter to Tariq Arshad, dated January 13, 2023, regarding compensatory changes

of Business Conduct and Ethics

of the Registrant

of Baker Tilly US, LLP, independent registered public accounting firm

of Attorney (included on signature page)

of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

of principal executive officer and principal financial officer pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

Amendment No.

1 with regard to Securities Purchase Agreement dated December 5, 2023 with Alpha Capital Anstalt

Amendment and Settlement Agreement dated July 19, 2023 with NanoSynex, Ltd.

Separation Agreement and General Release dated June 20, 2023 with Amy Broidrick

Code of Business Conduct and Ethics

Subsidiaries of the Registrant

Consent of Baker Tilly US, LLP, independent registered public accounting firm

Power of Attorney (included on signature page)

Certificate of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

XBRL Instance Document.

17 unchanged sentences

Therapeutics, Inc.

of the Board, Chief Executive Officer

Executive Officer (Principal Executive Officer)

April 5, 2024

Christopher L.

President of Finance, Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer)

April 5, 2024

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael S.

10 unchanged sentences

of the Board, Chief Executive Officer

April 5, 2024

Executive Officer)

1 unchanged sentence

President of Finance, Chief Financial Officer

April 5, 2024

Financial and Accounting Officer)

President, Chief Strategy and Operating Officer

April 5, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures