AIxCrypto Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Qualigen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37428 26-3474527 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 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) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $ .001 per share QLGN The Nasdaq Capital Market of The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of August 9, 2024, there were 12,155,830 shares of the registrant’s common stock, par value $0.001 per share, outstanding. TABLE OF CONTENTS Page PART I. Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 3 Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three and Six Months Ended June 30, 2024 and 2023 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 38 PART II. Other Information 39 Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 3. Defaults Upon Senior Securities 39 Item 4. Mine Safety Disclosures 39 Item 5. Other Information 39 Item 6. Exhibits 40 2 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS QUALIGEN THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2024 2023 ASSETS Current assets Cash $ 118,685 $ 401,803 Prepaid expenses and other current assets 415,725 764,964 Total current assets 534,410 1,166,767 Other assets — 866,481 Total Assets $ 534,410 $ 2,033,248 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable $ 1,853,896 $ 2,222,983 Accrued expenses and other current liabilities 986,806 560,006 Warrant liabilities 260,276 54,600 Convertible debt 1,080,294 — Convertible debt - related party 589,717 1,299,216 Convertible debt 589,717 1,299,216 Derivative liabilities 23,588 — Derivative liabilities - related party 17,696 — Derivative liabilities 17,696 — Total current liabilities 4,812,273 4,136,805 Commitments and Contingencies (Note 10) - - Stockholders’ Deficit Qualigen Therapeutics, Inc. stockholders’ equity (deficit): Common stock, $ 0.001 par value; 225,000,000 shares authorized; 9,613,899 and 5,362,128 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 47,514 43,262 Additional paid-in capital 116,086,316 114,655,565 Accumulated deficit ( 120,411,693 ) ( 116,802,384 ) Total Stockholders’ Deficit ( 4,277,863 ) ( 2,103,557 ) Total Liabilities & Stockholders’ Deficit $ 534,410 $ 2,033,248 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 QUALIGEN THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Unaudited) 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 EXPENSES General and administrative $ 986,484 $ 2,427,066 $ 2,047,419 $ 3,796,068 Research and development 754,287 1,174,646 1,118,672 2,456,463 Total expenses 1,740,771 3,601,712 3,166,091 6,252,531 LOSS FROM OPERATIONS ( 1,740,771 ) ( 3,601,712 ) ( 3,166,091 ) ( 6,252,531 ) OTHER EXPENSE (INCOME), NET Gain on change in fair value of warrant liabilities ( 493,206 ) ( 440,294 ) ( 359,906 ) ( 1,478,967 ) Gain on change in fair value of derivative liabilities ( 10,116 ) — ( 174,613 ) — Interest expense 263,560 377,416 400,117 921,652 Loss on issuance of convertible debt — — 358,279 — (Gain) loss on voluntary conversion of convertible debt into common stock ( 83,800 ) — ( 83,800 ) 1,077,287 Loss on monthly redemptions of convertible debt into common stock 61,655 — 208,852 — Other income, net ( 1,094 ) ( 5,509 ) ( 2,713 ) ( 5,509 ) Total other expense (income), net ( 263,001 ) ( 68,387 ) 346,216 514,463 LOSS BEFORE PROVISION FOR INCOME TAXES ( 1,477,770 ) ( 3,533,325 ) ( 3,512,307 ) ( 6,766,994 ) (BENEFIT) PROVISION FOR INCOME TAXES ( 1,212 ) 4,036 ( 2,998 ) 5,429 NET LOSS FROM CONTINUING OPERATIONS ( 1,476,558 ) ( 3,537,361 ) ( 3,509,309 ) ( 6,772,423 ) DISCONTINUED OPERATIONS Income (loss) from discontinued operations, net of tax — 29,672 — ( 842,515 ) Loss on disposal of discontinued operations, net of tax ( 100,000 ) — ( 100,000 ) — GAIN (LOSS) FROM DISCONTINUED OPERATIONS ( 100,000 ) 29,672 ( 100,000 ) ( 842,515 ) NET LOSS ( 1,576,558 ) ( 3,507,689 ) ( 3,609,309 ) ( 7,614,938 ) Net loss attributable to non-controlling interest from discontinued operations — ( 43,484 ) — ( 304,512 ) Net loss available to Qualigen Therapeutics, Inc. $ ( 1,576,558 ) $ ( 3,464,205 ) $ ( 3,609,309 ) $ ( 7,310,426 ) Deemed dividend arising from warrant down-round provision $ — $ — $ ( 60,017 ) $ — Net loss attributable to Qualigen Therapeutics, Inc $ ( 1,576,558 ) $ ( 3,464,205 ) $ ( 3,669,326 ) $ ( 7,310,426 ) Net loss per common share, basic and diluted - continuing operations $ ( 0.20 ) $ ( 0.70 ) $ ( 0.53 ) $ ( 1.35 ) Net income (loss) per common share, basic and diluted - discontinued operations $ ( 0.01 ) $ 0.01 $ ( 0.01 ) $ ( 0.11 ) Total net loss per common share, basic and diluted $ ( 0.21 ) $ ( 0.69 ) $ ( 0.54 ) $ ( 1.46 ) Weighted-average number of shares outstanding, basic and diluted 7,603,252 5,052,463 6,773,533 5,006,050 Other comprehensive loss, net of tax Net loss $ ( 1,576,558 ) $ ( 3,507,689 ) $ ( 3,609,309 ) $ ( 7,614,938 ) Foreign currency translation adjustment from discontinued operations — ( 56,747 ) — 119,473 Other comprehensive loss ( 1,576,558 ) ( 3,564,436 ) ( 3,609,309 ) ( 7,495,465 ) Comprehensive loss attributable to noncontrolling interest from discontinued operations — ( 43,484 ) — ( 304,512 ) Comprehensive loss attributable to Qualigen Therapeutics, Inc. $ ( 1,576,558 ) $ ( 3,520,952 ) $ ( 3,609,309 ) $ ( 7,190,953 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 QUALIGEN THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Shares Amount Capital Deficit Deficit Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Capital Deficit Deficit Balance at December 31, 2023 5,362,128 $ 43,262 $ 114,655,565 - $ ( 116,802,384 ) - - $ ( 2,103,557 ) Monthly redemptions of convertible debt into common stock 1,138,535 1,138 545,094 - — - - 546,232 Fair value of warrant modification for professional services — — 9,737 - — - - 9,737 Stock-based compensation — — 58,651 - — - - 58,651 Net loss — — — - ( 2,032,751 ) - - ( 2,032,751 ) Balance at March 31, 2024 6,500,663 $ 44,400 $ 115,269,047 - $ ( 118,835,135 ) - - $ ( 3,521,688 ) Voluntary conversion of convertible debt into common stock 1,400,000 1,400 278,801 - — - 280,201 Monthly redemptions of convertible debt into common stock 1,136,312 1,137 355,959 - — - - 357,096 Stock issued upon partial exercise of warrants 576,924 577 149,423 - — - - 150,000 Stock-based compensation — — 33,086 - — -- 33,086 Net loss — — — - ( 1,576,558 ) - - ( 1,576,558 ) Balance at June 30, 2024 9,613,899 $ 47,514 $ 116,086,316 - $ ( 120,411,693 ) - - $ ( 4,277,863 ) Additional Accumulated Other Total Qualigen Therapeutics, Inc. Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ Noncontrolling Stockholders’ Shares Amount Capital Income Deficit Equity Interest Equity Balance at December 31, 2022 4,210,737 $ 42,110 $ 110,528,050 $ 50,721 $ ( 103,385,172 ) $ 7,235,709 $ 1,530,881 $ 8,766,590 Voluntary conversion of convertible debt into common stock 841,726 842 1,111,740 — — 1,112,582 — 1,112,582 Stock-based compensation — — 247,657 — — 247,657 4,569 252,226 Foreign currency translation adjustment — — — 119,723 — 119,723 56,497 176,220 Net loss — — — — ( 3,846,221 ) ( 3,846,221 ) ( 261,028 ) ( 4,107,249 ) Balance at March 31, 2023 5,052,463 $ 42,952 $ 111,887,447 $ 170,444 $ ( 107,231,393 ) $ 4,869,450 $ 1,330,919 $ 6,200,369 Balance 5,052,463 $ 42,952 $ 111,887,447 $ 170,444 $ ( 107,231,393 ) $ 4,869,450 $ 1,330,919 $ 6,200,369 Stock-based compensation — — 667,383 — — 667,383 4,728 672,111 Foreign currency translation adjustment — — — ( 38,553 ) — ( 38,553 ) ( 18,194 ) ( 56,747 ) Net loss — — — — ( 3,464,205 ) ( 3,464,205 ) ( 43,484 ) ( 3,507,689 ) Balance at June 30, 2023 5,052,463 $ 42,952 $ 112,554,830 $ 131,891 $ ( 110,695,598 ) $ 2,034,075 $ 1,273,969 $ 3,308,044 Balance 5,052,463 $ 42,952 $ 112,554,830 $ 131,891 $ ( 110,695,598 ) $ 2,034,075 $ 1,273,969 $ 3,308,044 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 QUALIGEN THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2024 2023 For the Six Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 3,609,309 ) $ ( 7,614,938 ) Loss from discontinued operations, net of tax ( 100,000 ) ( 842,515 ) Loss from continuing operations ( 3,509,309 ) ( 6,772,423 ) Adjustments to reconcile loss from continuing operations to net cash used in operating activities: Stock-based compensation 91,737 886,442 Change in fair value of warrant liabilities ( 359,906 ) ( 1,478,967 ) Change in fair value of derivative liabilities ( 174,613 ) — (Gain) loss on voluntary conversion of convertible debt ( 83,800 ) 1,077,287 Loss on monthly redemptions of convertible debt into common stock 208,852 — Accretion of discount on convertible debt 322,717 787,517 Loss on issuance of convertible debt 358,279 — Fair value of warrant modification for professional services 9,737 — Changes in operating assets and liabilities: Prepaid expenses and other assets 765,720 185,308 Accounts payable ( 369,088 ) 630,288 Accrued expenses and other current liabilities 481,556 321,973 Net cash used in operating activities - continuing operations ( 2,258,118 ) ( 4,362,575 ) Net cash used in operating activities - discontinued operations — ( 1,199,841 ) Net cash used in operating activities ( 2,258,118 ) ( 5,562,416 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities - discontinued operations 350,000 ( 246,418 ) Net cash provided by (used in) investing activities 350,000 ( 246,418 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from the issuance of convertible notes payable 1,475,000 — Proceeds from warrant exercises 150,000 — Net cash provided by financing activities - continuing operations 1,625,000 — Net cash provided by financing activities - discontinued operations — — Net cash provided by financing activities 1,625,000 — Net change in cash and restricted cash ( 283,118 ) ( 5,808,834 ) Effect of exchange rate changes on cash and restricted cash — 115,803 Cash and restricted cash from continuing operations- beginning of period 401,803 3,165,985 Cash and restricted cash from discontinued operations - beginning of period — 3,874,139 Less: cash and restricted cash from discontinued operations - end of period — ( 756,456 ) Cash from continuing operations - end of period $ 118,685 $ 590,636 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ 1,020 $ — Taxes $ 2,860 $ — NONCASH FINANCING AND INVESTING ACTIVITIES: Monthly redemption of convertible debt into common stock $ 903,329 $ — Voluntary conversion of convertible debt into common stock $ 280,200 $ 1,112,582 Deemed dividend arising from warrant down-round provision $ 60,017 $ — Exchange of derivative liability for warrant and convertible debt $ 675,625 $ — Net transfers to equipment held for lease from inventory $ — $ 35,971 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 QUALIGEN THERAPEUTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Organization Ritter Pharmaceuticals, Inc. (the Company’s predecessor) was formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. In September 2008, this company converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. On May 22, 2020, upon completing a “reverse recapitalization” transaction with Qualigen, Inc., Ritter Pharmaceuticals, Inc. was renamed Qualigen Therapeutics, Inc. (the “Company”). Qualisys Diagnostics, Inc. was formed as a Minnesota corporation in 1996, reincorporated to become a Delaware corporation in 1999, and then changed its name to Qualigen, Inc. in 2000. Qualigen, Inc. was a wholly-owned subsidiary of the Company. On July 20, 2023, the Company sold all of the issued and outstanding shares of common stock of Qualigen, Inc. to Chembio Diagnostics, Inc. (“Chembio”), a wholly-owned subsidiary of Biosynex, S.A. (“Biosynex”). Following the consummation of this transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio (see Note 5 – Discontinued Operations). On 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”), 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 price of $ 0.001 per share. These warrants were subsequently exercised on September 13, 2022. Concurrently with this transaction, the Company also entered into a Master Funding Agreement for the Operational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, with NanoSynex (the “NanoSynex Funding Agreement”), to, among other things, provide for the further funding of NanoSynex, and purchased 381,786 shares of Series B preferred stock from NanoSynex for a total purchase price of $ 600,000 . The transactions resulted in the Company acquiring a 52.8 % interest in NanoSynex (the “NanoSynex Acquisition”). NanoSynex is a nanotechnology diagnostics company domiciled in Israel. On July 20, 2023, the Company entered into an Amendment and Settlement Agreement with NanoSynex (the “NanoSynex Amendment”), which amended the NanoSynex Funding Agreement, to, among other things, eliminate most of the Company obligation for the further funding of NanoSynex. Pursuant to the terms of the NanoSynex Amendment, the Company lost its controlling interest in NanoSynex (see Note 5 -Discontinued Operations). Basis of Presentation Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its former wholly-owned and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in one operating segment. In general, the functional currency of the Company and its subsidiaries is the U.S. dollar. For NanoSynex, the functional currency was the local currency, New Israeli Shekels (NIS). As such, assets and liabilities for NanoSynex were translated into U.S. dollars with the effects of foreign currency translation adjustments reflected as a component of accumulated other comprehensive loss within the Company’s condensed consolidated statements of changes in stockholders’ equity (deficit). As of July 20, 2023, NanoSynex was deconsolidated from these financial statements as the transactions contemplated by the NanoSynex Amendment resulted in a loss of control of a subsidiary that constitutes a business under ASC 810. The retained investment in NanoSynex is accounted for prospectively as an equity method investment. See Note 5 – Discontinued Operations for further information. Discontinued Operations On July 20, 2023, the Company completed the sale of Qualigen, Inc. to Chembio Diagnostics, Inc. The sale of Qualigen Inc. constituted a significant disposition and as such, the Company concluded that the disposition of ownership in Qualigen, Inc. represented a strategic shift that had a major effect on its operations and financial results. Therefore, Qualigen, Inc. is classified as discontinued operations for all periods presented herein. 7 On July 20, 2023, the Company entered into the NanoSynex Amendment, which amended the Master Funding Agreement for the Operational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, by and between the Company and NanoSynex (the “NanoSynex Funding Agreement”), a former majority owned subsidiary of the Company, to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by the Company, resulting in the deconsolidation of NanoSynex. The disposition represents a strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the business of NanoSynex is classified as discontinued operations for all periods presented herein. See Note 5 - Discontinued Operations for further information. Equity Method Investments Following deconsolidation of NanoSynex on July 20, 2023, the Company accounts for its retained investment under the equity method of accounting as it retained the ability to exercise significant influence over the operating and financial policies of the investee. Under the equity method, the Company recognizes its proportionate share earnings or losses each reporting period with an adjustment to the carrying value of the investment. As of December 31, 2023, the carrying value of the retained investment was zero, and therefore the Company has suspended application of the equity method as the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. See Note 5 – Discontinued Operations for further information. Accounting Estimates Management uses estimates and assumptions in preparing its condensed consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of in-process research and development, goodwill, warrant liabilities, and stock-based compensation. Actual results could materially vary from the estimates that were used. Cash The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents. The Company maintains the majority of its cash in government money market mutual funds and in accounts at banking institutions in the U.S. that are of high quality. Cash held in these accounts often exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of amounts held in excess of such insurance limitations. In March 2023, Silicon Valley Bank and Signature Bank, and more recently in May 2023, First Republic Bank, were closed due to liquidity concerns and taken over by the FDIC. While the Company did not have an account at any of these banks, in the event of failure of any of the financial institutions where the Company maintains its cash and cash equivalents, there can be no assurance that the Company would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s business and financial position. Impairment of Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that assets may not be recoverable. An impairment loss would be recognized when the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets. The amount of impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. During the six months ended June 30, 2024 and 2023, no such impairment losses have been recorded. 8 Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating primarily within the United States (and in Israel prior to the NanoSynex deconsolidation). Research and Development Except for acquired in process research and development (IPR&D), the Company expenses research and development costs as incurred including therapeutics license costs. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the condensed consolidated statement of operations. Derivative Financial Instruments and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations and comprehensive loss. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (See Note 7-Warrant Liabilities and Note 8- Convertible Debt). Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: ● Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ● Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 - Inputs that are unobservable. 9 Fair Value of Financial Instruments Cash, accounts receivable, prepaids, accounts payable, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Comprehensive Loss Comprehensive loss consists of net income and foreign currency translation adjustments related to the discontinued operations of NanoSynex. Comprehensive gains (losses) have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of stockholders’ equity (deficit) for all periods presented. Stock-Based Compensation Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility, lower risk-free interest rates, and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant. Income Taxes Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. Foreign Currency Translation The functional currency for the Company is the U.S. dollar. The functional currency for the discontinued operations of NanoSynex was the New Israeli Shekel (NIS). The financial statements of NanoSynex were translated into U.S. dollars using exchange rates in effect at each period end for assets and liabilities; using exchange rates in effect during the period for results of operations; and using historical exchange rates for certain equity accounts. The adjustment resulting from translating the financial statements of NanoSynex was reflected as a separate component of other comprehensive income (loss) (see Note 5 - Discontinued Operations). Global Economic Conditions Ongoing Wars in Ukraine and Israel In February 2022, Russia invaded Ukraine. While the Company has no direct exposure in Russia and Ukraine, the Company continues to monitor any broader impact to the global economy, including with respect to inflation, supply chains and fuel prices. The full impact of the conflict on the Company’s business and financial results remains uncertain and will depend on the severity and duration of the conflict and its impact on regional and global economic conditions. 10 In October 2023, Hamas conducted terrorist attacks in Israel resulting in ongoing war. There continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which have resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Popular uprisings in various countries in the Middle East over the last few years have also affected the political stability of those countries and have led to a decline in the regional security situation. Such instability may also lead to deterioration in the political and trade relationships that exist between Israel and these countries. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s minority interest in NanoSynex, its results of operations, financial condition, cash flows and prospects (see Note 5 – Discontinued Operations). Inflation and Global Economic Conditions During the year ended 2023 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to government stimulus and recovery programs, government deficit spending and supply chain issues. The Company cannot provide assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, the global economy suffers from slowing growth and rising interest rates, and some economists believe that there may be a global recession in the near future. If the global economy slows, the Company’s business may be adversely affected. Impact of COVID-19 Pandemic The COVID-19 pandemic has had a dramatic impact on businesses globally and on the Company’s business as well. During the height of the pandemic, sales of diagnostic products decreased significantly and the Company’s net loss increased significantly, as clinics and small hospitals’ demand for Qualigen, Inc.’s FastPack™ diagnostic test kits was reduced sharply, largely due to deferral of patients’ non-emergency visits to physician offices. In July 2023 the Company sold Qualigen, Inc., its wholly-owned subsidiary, to Chembio (see Note 5 - Discontinued Operations). Accounting Standards Other accounting standard updates are either not applicable to the Company or are not expected to have a material impact on the Company’s condensed consolidated financial statements. NOTE 2 — LIQUIDITY AND GOING CONCERN As of June 30, 2024, we had approximately $ 119,000 in cash and an accumulated deficit of $ 120.4 million. For the six months ended June 30, 2024 and year ended December 31, 2023, we used cash of $ 2.3 million and $ 10.3 million, respectively, in operations. The Company’s cash balances as of the date that these financial statements were issued, without additional financing, are expected to fund operations into the fourth quarter of 2024. The Company expects to continue to have net losses and negative cash flow from operations, which will challenge its liquidity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that these financial statements were issued. There is no assurance that profitable operations will ever be achieved, or, if achieved, could be sustained on a continuing basis. Historically, the Company’s principal sources of cash have included proceeds from the issuance of common and preferred equity and proceeds from the issuance of debt. In December 2022 the Company raised $ 3.0 million from the sale of an 8% Senior Convertible Debenture to Alpha and between February 2024 and April 2024 the Company raised $ 1.5 million from the sale of Convertible Debentures (see Note 8 - Convertible Debt - Related Party). In July 2024 the Company raised an additional $ 2.0 million from the sale of a nonconvertible 18% Senior Note. There can be no assurance that further financing can be obtained on favorable terms, or at all. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business prospects. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts that may differ from those reflected in the accompanying financial statements. 11 NOTE 3 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, December 31, 2024 2023 Prepaid insurance $ 382,229 $ 566,011 Other prepaid expenses 33,496 25,053 Prepaid research and development expenses — 173,900 Prepaid expenses and other current assets $ 415,725 $ 764,964 NOTE 4 — OTHER NON-CURRENT ASSETS Other non-current assets consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF OTHER NON CURRENT ASSETS June 30, December 31, 2024 2023 Funds held in escrow $ — $ 450,000 Long-term research and development deposits — 416,481 Other non-current assets $ — $ 866,481 NOTE 5 — DISCONTINUED OPERATIONS The summary of gain (loss) from discontinued operations, net of tax, for the three and six months ended June 30, 2023 are as follows: SCHEDULE OF GAIN (LOSS) FROM DISCONTINUED OPERATIONS Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total Loss on disposal of discontinued operations, net of tax $ — $ — $ — $ — $ — $ — $ 113,694 $ ( 84,022 ) $ 29,672 $ ( 262,478 ) $ ( 580,037 ) $ ( 842,515 ) Income (loss) from discontinued operations, net of tax ( 100,000 ) — ( 100,000 ) ( 100,000 ) — ( 100,000 ) — — — — — — GAIN (LOSS) FROM DISCONTINUED OPERATIONS $ ( 100,000 ) $ — $ ( 100,000 ) $ ( 100,000 ) $ — $ ( 100,000 ) $ 113,694 $ ( 84,022 ) $ 29,672 $ ( 262,478 ) $ ( 580,037 ) $ ( 842,515 ) Sale of Qualigen Inc. On July 20, 2023, the Company completed the sale of Qualigen, Inc., its formerly wholly-owned subsidiary, to Chembio Diagnostics, Inc. for net cash consideration of $ 5.4 million, of which $ 4.9 million was received during the year ended December 31, 2023, and $ 450,000 is being held in escrow until January 20, 2025 to satisfy certain Company indemnification obligations. On June 4, 2024, the escrow account was settled early by mutual agreement of the Company and the buyer resulting in cash proceeds to the Company of $ 350,000 and a loss on disposal of discontinued operations of $ 100,000 for the three and six months ending June 30, 2024. There was no other activity related to Qualigen, Inc. during the three and six months ended June 30, 2024. There were no assets and liabilities remaining related to Qualigen, Inc. as of June 30, 2024 or December 31, 2023. 12 The Company reclassified the following statement of operations items to discontinued operations for the three and six months ended June 30, 2023: SCHEDULE OF STATEMENT OF OPERATIONS ITEMS TO DISCONTINUED OPERATIONS For the Three Months Ended June 30, For the Six Months June 30, 2023 2023 REVENUES Net product sales $ 1,627,031 $ 3,234,201 Total revenues 1,627,031 3,234,201 EXPENSES Cost of product sales 1,016,543 2,281,368 General and administrative 238,782 584,214 Research and development 25,657 204,207 Sales and marketing 169,223 368,337 Total expenses 1,450,204 3,438,126 OTHER EXPENSE (INCOME), NET Loss on disposal of equipment held for lease 63,302 63,302 Other expense (income), net ( 169 ) ( 5,049 ) Loss on fixed asset disposal — 300 Total other expense (income), net 63,133 58,553 INCOME (LOSS) FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC. $ 113,694 $ ( 262,478 ) Amendment and Settlement Agreement with NanoSynex Ltd. On July 20, 2023, the Company entered into and effectuated the NanoSynex Amendment, reducing its ownership from approximately 52.8 % to approximately 49.97 % of the voting equity of NanoSynex, and deconsolidation of the subsidiary. On November 22, 2023, the Company further agreed to eliminate the Company’s obligations to lend additional funds to NanoSynex by surrendering shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced the Company’s ownership in NanoSynex voting equity from approximately 49.97 % to 39.90 %. On the date of deconsolidation, the Company recognized its retained investment at fair value, which during the preparation of these financial statements was determined to be de minimis based on various economic, industry, and other factors. As a result, the Company has discontinued recognition of its proportionate share of equity method losses following the date of initial recognition. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. There were no assets and liabilities recognized related to NanoSynex as of June 30, 2024 or December 31, 2023. There was no activity related to NanoSynex during the three and six months ended June 30, 2024. The Company reclassified the following statement of operations items to discontinued operations for the three and six months ended June 30, 2023: SCHEDULE OF STATEMENT OF OPERATIONS ITEMS TO DISCONTINUED OPERATIONS For the Three Months Ended March 30, For the Six Months June 30, 2023 2023 EXPENSES Research and development $ 126,240 $ 787,425 Total expenses 126,240 787,425 (BENEFIT) PROVISION FOR INCOME TAXES ( 42,218 ) ( 207,388 ) LOSS FROM DISCONTINUED OPERATIONS OF NANOSYNEX, LTD. ( 84,022 ) ( 580,037 ) Loss attributable to noncontrolling interest ( 43,484 ) ( 304,512 ) NET LOSS ATTRIBUTABLE TO STOCKHOLDERS $ ( 40,538 ) $ ( 275,525 ) 13 NOTE 6 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, December 31, 2024 2023 Board compensation $ 251,999 129,499 Interest (Convertible debt) 51,909 10,004 License fees — 32,975 Payroll 300,481 1,215 Professional fees 144,528 121,775 Research and development 17,500 104,402 Vacation 162,665 151,286 Other 57,725 8,850 Accrued expenses and other current liabilities $ 986,806 $ 560,006 NOTE 7 — WARRANT LIABILITIES In 2004, the Company issued warrants to various investors and brokers for the purchase of Series C preferred stock in connection with a private placement (the “Series C Warrants”). The Series C Warrants were subsequently extended and, upon closing of the reverse recapitalization transaction with Ritter, exchanged for warrants to purchase common stock of the Company. The Series C Warrants were determined to be liability-classified pursuant to the guidance in ASC 480 and ASC 815-40, based on the inclusion of a leveraged ratchet provision for subsequent dilutive issuances. As of December 31, 2022 there were 1,349,570 Series C Warrants outstanding with an exercise price of $ 1.32 per share. On December 22, 2022, in conjunction with the issuance of the Debenture to Alpha (see Note 8 – Convertible Debt), the Company issued to Alpha a warrant to purchase 2,500,000 shares of the Company’s common stock (the “Alpha Warrant”). The exercise price of the Alpha Warrant was $ 1.65 (equal to 125 % of the conversion price of the Debenture on the closing date). The Alpha Warrant may be exercised by Alpha, in whole or in part, on or after June 22, 2023 and at any time before June 22, 2028, subject to certain terms and conditions described in the Alpha Warrant. The fair value of this Alpha Warrant was included in Warrant liabilities-related party on the Company’s consolidated balance sheet as of December 31, 2022. On December 5, 2023, the Company entered into an Amendment No. 1 with regard to a Securities Purchase Agreement, with Alpha. This Amendment eliminated certain adjustment provisions of the Warrant. The Company determined the event resulted in equity classification for the Warrant and, accordingly, the Company remeasured the warrant liabilities to fair value, and reclassified to noncompensatory equity classified warrants (see Note 12 - Stockholders Equity). On November 24, 2023, 1,097,599 Series C Warrants expired, and on December 5, 2023 the remaining Series C Warrants were repriced from an exercise price of $ 1.32 per share to an exercise price of $ 0.73 per share, with 203,652 additional ratchet Series C Warrants issued, resulting in 455,623 of these Series C Warrants outstanding and exercisable as of December 31, 2023. On February 27, 2024, these Series C Warrants were repriced again as a result of a down-round provision triggered by a Securities Purchase Agreement with Alpha for the purchase of the February 2024 Debenture, from an exercise price of $ 0.73 per share to an exercise price of $ 0.26 per share, with 823,633 additional ratchet Series C Warrants issued, resulting in 1,279,256 of these Series C Warrants outstanding and exercisable, and on June 26, 2024 the remaining 1,279,256 Series C Warrants expired. On April 12, 2024, in connection with an 8 % Convertible Debenture in the principal amount of $ 1,100,000 issued to Yi Hua Chen (“Chen”) (see Note 8 – Convertible Debt), we issued a liability classified warrant to Chen purchase 1,800,032 shares of our common stock, exercisable until February 27, 2029, which remains outstanding and exercisable as of June 30, 2024. The warrant is liability classified due to an insufficient number of authorized shares to settle the warrant prior to the receipt of shareholder approval, which has not yet been obtained. The fair value of the warrant was $ 565,582 on the issuance date and $ 260,276 at June 30, 2024. During the three months ended June 30, 2024, the Company recorded a gain on change in fair value of warrant liabilities of $ 305,306 for this warrant. 14 The following table summarizes the activity in liability classified warrants for the six months ended June 30, 2024: SCHEDULE OF WARRANTS ACTIVITY Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2023 455,623 $ 0.73 $ 0.73 - $ 0.73 0.49 Granted 2,623,665 $ 0.26 $ 0.26 - $ 0.26 4.67 Exercised — — — — Expired ( 1,279,256 ) $ 0.26 $ 0.26 - $ 0.26 — Forfeited — — — — Total outstanding – June 30, 2024 1,800,032 $ 0.26 $ 0.26 - $ 0.26 4.67 Exercisable 1,800,032 $ 0.26 $ 0.26 - $ 0.26 4.67 The following table summarizes the activity in liability classified warrants for the six months ended June 30, 2023: Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding –December 31, 2022 3,849,571 $ 1.53 $ 1.32 - $ 1.65 3.9 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Total outstanding – June 30, 2023 3,849,571 $ 1.53 $ 1.32 - $ 1.65 3.41 Exercisable 3,849,571 $ 1.53 $ 1.32 - $ 1.65 3.41 The following table presents the Company’s fair value hierarchy for its liabilities measured at fair value on a recurring basis as of June 30, 2024: SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES Quoted Market Significant Prices for Other Significant Identical Observable Unobservable Assets Inputs Inputs Common Stock Warrant liabilities (Level 1) (Level 2) (Level 3) Total Balance as of December 31, 2023 $ — $ — $ 54,600 $ 54,600 Granted — — 565,582 565,582 Exercises — — — — Gain on change in fair value of warrant liabilities — — ( 359,906 ) ( 359,906 ) Balance as of June 30, 2024 $ — $ — $ 260,276 $ 260,276 Quoted Market Significant Prices for Other Significant Identical Observable Unobservable Assets Inputs Inputs Derivative Liabilities Arising From Issuance of Convertible Debt (Level 1) (Level 2) (Level 3) Total Balance as of December 31, 2023 $ — $ — $ — $ — Granted — — 215,897 215,897 Gain on change in fair value of derivative liabilities — — ( 174,613 ) ( 174,613 ) Balance as of June 30, 2024 $ — $ — $ 41,284 $ 41,284 There were no transfers of financial assets or liabilities between category levels for the three and six months ended June 30, 2024. 15 The value of the warrant liabilities was based on a valuation received from an independent valuation firm determined using a Monte-Carlo simulation. For volatility, the Company considers comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants and transitions to its own volatility as the Company develops sufficient appropriate history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the common stock warrant. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. Any significant changes in the inputs may result in significantly higher or lower fair value measurements. The following are the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted average calculated based on the number of outstanding warrants on each issuance) as of June 30, 2024 and 2023: SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES June 30, 2024 June 30, 2023 Actual Range Weighted Average Risk-free interest rate 4.38 % 4.05 % — 5.31 % 4.49 % Expected volatility (peer group) 125 % 66.3 % — 134 % 110.55 % Term of warrants (in years) 4.7 .39 — 4.98 3.41 Expected dividend yield 0.00 % 0.00 % 0.00 % NOTE 8 — CONVERTIBLE DEBT 2022 Convertible Debenture (Related party) On December 22, 2022, we issued to Alpha an 8 % Senior Convertible 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 “2022 Securities Purchase Agreement”). The 2022 Debenture has a maturity date of December 22, 2025 and is convertible, at any time, and from time to time, until the 2022 Debenture is no longer outstanding, at Alpha’s option, into shares of our common stock (the “Conversion Shares”), at a price initially equal to $ 1.32 per share, subject to adjustment as described in the 2022 Debenture and other terms and conditions described in the 2022 Debenture. On July 13, 2023, we obtained stockholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance to Alpha of more than 20 % of our issued and outstanding shares of common stock pursuant to the terms and conditions of (a) the 2022 Debenture, and (b) the common stock purchase warrant dated December 22, 2022 issued by us to Alpha. Between January 9 and 12, 2023, we issued 841,726 shares of common stock upon Alpha’s partial conversion of the 2022 Debenture at $ 1.32 per share for a total of $ 1,111,078 principal. In October and December 2023, we issued 309,665 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average price of $ 0.71 per share. During the three months ending March 31, 2024, we issued 1,138,535 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average conversion price of $ 0.33 per share, with a weighted average fair value of $ 0.48 per share. During the three months ending June 30, 2024, we issued 2,536,312 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average conversion price of $ 0.26 per share, with a weighted fair value price of $ 0.25 per share. As of June 30, 2024, approximately 1,518,929 shares of common stock were issuable under the 2022 Debenture, based on the $ 0.26 per share figure. The 2022 Debenture includes a beneficial ownership blocker of 9.99 %, which may only be waived by Alpha upon 61 days’ notice to us. Except in respect of an Exempt Issuance (as defined in the 2022 Securities Purchase Agreement), the 2022 Debenture contains a “ratchet” antidilution provision, with a $ 0.26 floor. Commencing June 1, 2023 (the “Initial Monthly Redemption Date”) 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 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 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 before the applicable Monthly Redemption Date, subject to the Equity Conditions (as defined in the 2022 Debenture) having been satisfied or waived. The 2022 Debenture accrues interest at the rate of 8 % per annum, which did not begin accruing until December 1, 2023, and will be payable on a monthly or quarterly basis. Interest may be paid in cash or shares of our common stock or a combination thereof at our option; provided that interest may only be paid in shares if the Equity Conditions have been satisfied or waived. 16 In December 2022, pursuant to the terms of the 2022 Securities Purchase Agreement, we entered into a registration rights agreement with Alpha (the “Registration Rights Agreement”), pursuant to which we agreed to file one or more registration statements, as necessary, and to the extent permissible, to register under the Securities Act the resale of the remaining shares (underlying the 2022 Debenture and the 2022 Warrant) not otherwise registered under the Company’s registration statement on Form S-3 (File No. 333-266430). The Registration Rights Agreement requires that the Company file, within 30 days after signing, a resale registration statement and use commercially reasonable efforts to cause the resale registration statement to be declared effective by the SEC on or before the 60 th calendar day following the date of signing of the Registration Rights Agreement (or 120 days if such registration statement is subject to full review by the SEC). We filed a resale registration statement on Form S-3 pursuant to the requirements of the Registration Rights Agreement on December 2022 (File Number 333-269088), which registration statement was declared effective by the SEC on January 5, 2023. On September 1, 2023, we filed a Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-269088), which Post-Effective Amendment was declared effective by the SEC on September 7, 2023. On May 1, 2024, we filed a Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (File No. 333-269088), which Post-Effective Amendment was declared effective by the SEC on May 2, 2024. The Company evaluated the 2022 Debenture and the 2022 Warrant and determined that the 2022 Warrant is a freestanding financial instrument. Initially, the 2022 Warrant is not considered indexed to the Company’s own stock, because the settlement amount would not equal the difference between the fair value of a fixed number of the Company’s equity shares and a fixed strike price and all of the adjustment features in Section 3(b) of the Alpha Warrant are not down round provisions, as defined in ASU 2017-11. Accordingly, the 2022 Warrant was classified as a liability and recognized at fair value, with subsequent changes in fair value recognized in earnings. The proceeds from the 2022 Debenture were allocated to the initial fair value of the 2022 Warrant, with the residual balance allocated to the initial carrying value of the 2022 Debenture. The Company has not elected the fair value option for the 2022 Debenture. The 2022 Debenture was recognized as proceeds received after allocating the proceeds to the 2022 Warrant, and then allocating remaining proceeds to a suite of bifurcated embedded derivative features (conversion option, contingent acceleration upon an Event of Default, and contingent interest upon an Event of Default), with the resulting difference, if any, allocated to the loan host instrument. The suite of derivative features was measured and determined to have no fair value. The original issue discount of $ 0.3 million, the initial fair value of the 2022 Warrant of $ 2.8 million, the initial fair value of the suite of bifurcated embedded derivative features of $ 0 , and the fees and costs paid to Alpha and other third parties of $ 0.1 million comprised the debt discount upon issuance. The debt discount is amortized to interest expense over the expected term of the 2022 Debenture using the effective interest method, in accordance with ASC 835-30. The debt host instrument of the 2022 Debenture will subsequently be measured at amortized cost using the effective interest method to accrete interest over its term to bring the 2022 Debenture’s initial carrying value to the principal balance at maturity. On December 5, 2023, the Company and Alpha executed Amendment No. 1 with regard to Securities Purchase Agreement (the “SPA Amendment”), pursuant to which the Company and Alpha agreed to, among other things, reduce the Conversion Price of the 2022 Debenture from $ 1.32 per share to $ 0.73 per share and reduce the exercise price of the 2022 Warrant from $ 1.65 per share to $ 0.73 per share, in each case subject to certain adjustments. In addition, the SPA Amendment revised certain provisions of the 2022 Warrant to (i) limit the circumstances which would trigger a potential adjustment to the exercise price of the 2022 Warrant and (ii) clarify the treatment of the 2022 Warrant upon a Fundamental Transaction. The purpose of these revisions was to remove the terms that caused the 2022 Warrant to be liability-classified under U.S. GAAP. The Company performed an assessment and concluded that all remaining adjustment features in the revised language meet the FASB’s definition of a down-round feature. In addition, the 2022 Warrant was determined to meet all of the additional requirements for equity classification. Accordingly, as of December 5, 2023, the Company remeasured the 2022 Warrant to its fair value immediately prior to the modification and recognized the change in fair value in earnings. The incremental fair value impact from the 2022 Warrant modification of $ 0.09 million was included in the Company’s evaluation of the 2022 Debenture modification under ASC 470, discussed further below. The Company then reclassified the 2022 Warrant liability to equity at its post-modification fair value of $ 1.6 million. In accordance with ASC 470-50, the Company determined that the modified terms of the 2022 Debenture were substantially different when compared to the original terms that existed prior to the SPA Amendment, and thus the event was required to be accounted for as a debt extinguishment. Accordingly, the Company derecognized the net carrying value of the original Debenture, and recorded the new debt instrument at its fair value of $ 1.4 million, and recorded a $ 0.6 million loss on debt extinguishment. The difference between the remaining 2022 Debenture principal and its fair value on December 5, 2023 was recorded as a debt discount and will be amortized to interest expense over the expected term of the Debenture using the effective interest method, in accordance with ASC 835-30. During the three and six months ended June 30, 2024, the Company recognized a gain of approximately $ 22,000 , and a loss of approximately $ 125,000 respectively, upon debenture share redemptions, and recorded interest expense of approximately $ 65,000 and $ 134,000 (of which approximately $ 49,000 and $ 92,000 was attributable to discount accretion, respectively) for the three and six months ended June 30, 2024 respectively, in other expenses in the condensed consolidated statements of operations related to the 2022 Debenture. As of June 30, 2024, the fair value of the suite of bifurcated embedded derivative features related to the 2022 Debenture was approximately $ 6,000 . During the three and six months ended June 30, 2023, the Company recognized a loss upon voluntary conversion of convertible debt of approximately $ 1.1 million, and recorded accrued interest of approximately $ 383,000 and $ 945,000 , respectively (of which approximately $ 364,000 and $ 898,000 was attributable to discount accretion, respectively) in other expenses in the condensed consolidated statements of operations related to the 2022 Debenture. As of June 30, 2023, the fair value of the suite of bifurcated embedded derivative features related to the 2022 Debenture was $ 0 . 17 2024 Convertible Debenture (Related party) On February 27, 2024, upon our receipt of a cash purchase price payment of $ 500,000 less expenses, we issued to Alpha an 8 % Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of $ 550,000 . The 2024 Alpha Debenture matures no later than December 31, 2024 and is convertible, at any time, and from time to time, at Alpha’s option, into shares of common stock of the Company, at $ 0.6111 per share, subject to adjustment as described in the 2024 Alpha Debenture. Except in respect of an Exempt Issuance, the 2024 Alpha Debenture contains a “ratchet” antidilution provision, with an $ 0.1164 floor. The 2024 Alpha Debenture accrues interest on its outstanding principal balance at the rate of 8 % per annum, payable at maturity. In connection with this issuance, we also issued to Alpha a noncompensatory equity classified 5 -year common stock purchase warrant to purchase (at $ 0.26 per share) 900,016 shares of our common stock (see Note 12 - Stockholders Equity (Deficit)). We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us 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). During the three and six months ending June 30, 2024 in connection with the 2024 Alpha Debenture, the Company recorded initial derivative liabilities with a fair value of $ 858,279 , and recorded interest expense of approximately $ 173,000 and $ 238,000 , respectively ( of which approximately $ 162,000 and $ 222,000 was attributable to discount accretion, respectively) in other expenses in the condensed consolidated statements of operations related to the 2024 Alpha Debenture. As of June 30, 2024, the fair value of the suite of bifurcated embedded derivative features related to the 2024 Alpha Debenture was approximately $ 12,000 . The Securities Purchase Agreement related to the issuance of 2024 Alpha Debenture resulted in down-round provisions of various warrants being triggered which resulted in reductions of the exercise price of these warrants from $ 0.73 per share to $ 0.26 per share (see Note 7 - Warrant Liabilities and Note 12 - Stockholders Equity (Deficit). 2024 Convertible Debenture In April 2024, Alpha assigned its option to Chen and Chen exercised the option in full, in exchange for $1,000,000, less expenses, we issued to Chen an 8 % Convertible Debenture (the “2024 Chen Debenture”) with a principal amount of $ 1,100,000 . The 2024 Chen Debenture matures no later than December 31, 2024 and is convertible, at any time, and from time to time, at Chen’s option, into shares of common stock of the Company, at $ 0.6111 per share, subject to adjustment as described in the 2024 Chen Debenture. Except in respect of an Exempt Issuance, the 2024 Chen Debenture contains a “ratchet” antidilution provision, with an $ 0.1164 floor. The 2024 Chen Debenture accrues interest on its outstanding principal balance at the rate of 8 % per annum, payable at maturity. In connection with this issuance, we also issued to Chen a 5 -year liability classified common stock purchase warrant to purchase 1,800,032 shares of our common stock at $ 0.26 per share with an initial fair value of $ 565,582 (see Note 7 - Warrant Liabilities). During the three and six months ending June 30, 2024 in connection with the 2024 Chen Debenture, the Company recorded initial derivative liabilities with a fair value of $ 33,243 , and recorded interest expense of approximately $ 28,000 (of which approximately $ 8,000 was attributable to discount accretion) in other expenses in other expenses in the condensed consolidated statements of operations related to the 2024 Chen Debenture. As of June 30, 2024, the fair value of the suite of bifurcated embedded derivative features related to the 2024 Alpha Debenture was approximately $ 24,000 . The fair value of the warrant issued in connection with the 2024 Chen Debenture was approximately $ 260,000 at June 30, 2024, and during the three and six months ended June 30, 2024, the Company recorded a gain on change in fair value of warrant liabilities of approximately $ 305,000 for this warrant. Convertible debt is comprised of the following as of June 30, 2024 and December 31, 2023: SCHEDULE OF SENIOR SECURED CONVERTIBLE DEBT June 30, 2024 December 31, 2023 Convertible debt $ 1,100,000 $ — Discount on convertible debt ( 19,706 ) — Total convertible debt $ 1,080,294 $ — June 30, 2024 December 31, 2023 Convertible debt - related party 944,922 1,418,922 Convertible debt 944,922 1,418,922 Discount on convertible debt - related party ( 355,205 ) ( 119,706 ) Discount on convertible debt ( 355,205 ) ( 119,706 ) Total convertible debt - related party $ 589,717 $ 1,299,216 Total convertible debt $ 589,717 $ 1,299,216 As of June 30, 2024, there were no events of default or violation of any covenants under our financing obligations. NOTE 9 — EARNINGS (LOSS) PER SHARE Basic loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted EPS is computed based on the sum of the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable from stock options and warrants. 18 The following potentially dilutive securities have been excluded from diluted net loss per share as of June 30, 2024 and 2023 because their effect would be anti-dilutive: SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE As of June 30, 2024 2023 Shares of common stock subject to outstanding options 755,715 445,163 Shares of common stock subject to outstanding warrants 4,741,957 4,119,934 Shares of common stock subject to outstanding convertible debt 4,218,978 — Total common stock equivalents 9,716,650 4,565,097 NOTE 10 — COMMITMENTS AND CONTINGENCIES Litigation and Other Legal Proceedings From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. NOTE 11 — RESEARCH AND LICENSE AGREEMENTS UCL Business Limited In January 2022, the Company entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCL Business Limited is the commercialization company for University College London.) The program’s lead compound is now being developed at the Company under the name QN-302 as a candidate for treatment for pancreatic ductal adenocarcinoma, which represents the vast majority of pancreatic cancers. The License Agreement required a $ 150,000 upfront payment, reimbursement of past patent prosecution expenses of approximately $ 160,000 , and (if and when applicable) tiered royalty payments in the low to mid-single digits, clinical/regulatory/sales milestone payments and a percentage of any non-royalty sublicensing consideration paid to the Company. For both the three months ended June 30, 2024 and 2023, there were license costs of $ 0 , and for the six months ended June 30, 2024 and 2023, there were license costs of approximately $ 2,000 and $ 0 , respectively, related to this agreement which are included in research and development expenses in the condensed consolidated statements of operations and other comprehensive loss. QN-302 Phase 1 Study In June 2023, the Company entered into a Master Clinical Research Services Agreement with Translational Drug Development, LLC (“TD2”) whereby TD2 agreed to perform certain clinical research and development services for the Company including but not limited to trial management, side identification and selection, site monitoring/management, medical monitoring, project management, data collection, statistical programming or analysis, quality assurance auditing, scientific and medical communications, regulatory affairs consulting and submissions, strategic consulting, and/or other related services. From time to time, the Company shall enter into statements of work with TD2 for the performance of specific services under this Master Clinical Research Services Agreement. In June 2023, the Company entered into a Master Laboratory Services Agreement with MLM Medical Labs, LLC (“MLM”) whereby MLM agreed to perform certain clinical research and development services for the Company including but not limited to laboratory, supply, testing, validation, data management, and storage services. From time to time, the Company shall enter into work orders with MLM for the performance of specific services under this Master Laboratory Services Agreement. In June 2023, the Company entered into a Master Services Agreement with Clinigen Clinical Supplies Management, Inc. (“Clinigen”) whereby Clinigen agreed to provide certain pharmaceutical products and/or services. From time to time, the Company shall enter into statements of work with Clinigen for the performance of specific services under this Master Services Agreement. In July 2023, pursuant to the above agreements, the Company entered into work orders and statements of work for clinical trial services for the conduct of the QN-302 Phase 1 study. 19 The University of Louisville Research Foundation In March 2019, the Company entered into a sponsored research agreement and an option for a license agreement with University of Louisville Research Foundation, Inc. (“ULRF”) for development of several small-molecule RAS interaction inhibitor drug candidates. Under the terms of this agreement, the Company agreed to reimburse ULRF for sponsored research expenses of initially up to $ 693,000 for this program. This agreement was amended in February 2021, March 2022 and August 2023, with the current term of this agreement expired in December 2023 and the aggregate amount that the Company would reimburse ULRF for sponsored research expenses increased to approximately $ 2.9 million. In July 2020, the Company entered into an exclusive license agreement with ULRF for RAS interaction inhibitor drug candidates. Under the agreement, the Company took over development, regulatory approval and commercialization of the candidates from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received approximately $112,000 for an upfront license fee and reimbursement of prior patent costs. In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $ 50,000 to $ 5,000,000 upon the achievement of certain regulatory and commercial milestones. Milestone payments for the first therapeutic indication would be $ 50,000 for first dosing in a Phase 1 clinical trial, $ 100,000 for first dosing in a Phase 2 clinical trial, $ 150,000 for first dosing in a Phase 3 clinical trial, $ 300,000 for regulatory marketing approval and $ 5,000,000 upon achieving a cumulative $ 500,000,000 of Licensed Product sales. The Company also must pay ULRF shortfall payments if the total amounts actually paid with respect to royalties and non-royalty sublicensee income for any year is less than the applicable annual minimum (ranging from $ 20,000 to $ 100,000 ) for such year. Sponsored research expenses related to these agreements for the three months ended June 30, 2024 and 2023 were both $ 0 , and for the six months ended June 30, 2024 and 2023 were both $ 0 . License costs were approximately $ 28,000 and $ 1,000 related to these agreements for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 53,000 and $ 22,000 related to these agreements for the six months ended June 30, 2024 and 2023, respectively, and are included in research and development expenses in the condensed consolidated statements of operations and other comprehensive loss. Between June 2018 and April 2022, the Company entered into license and sponsored research agreements with ULRF for QN-247, a novel aptamer-based compound that has shown promise as an anticancer drug. Under the agreements, the Company took over development, regulatory approval and commercialization of the compound from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received a $ 50,000 convertible promissory note in payment of an upfront license fee, which was subsequently converted into the Company’s common stock, and the Company agreed to reimburse ULRF for sponsored research expenses of up to approximately $ 805,000 and prior patent costs of up to $ 200,000 . In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $ 100,000 to $ 5,000,000 upon the achievement of certain regulatory and commercial milestones. Milestone payments for the first therapeutic indication would be $ 100,000 for first dosing in a Phase 1 clinical trial, $ 200,000 for first dosing in a Phase 2 clinical trial, $ 350,000 for first dosing in a Phase 3 clinical trial, $ 500,000 for regulatory marketing approval and $ 5,000,000 upon achieving a cumulative $ 500,000,000 of Licensed Product sales. The Company also agreed to pay another $ 500,000 milestone payment for any additional regulatory marketing approval for each additional therapeutic (or diagnostic) indication. The Company must also pay ULRF shortfall payments if the total amounts actually paid with respect to royalties and non-royalty sublicensee income for any year is less than the applicable annual minimum (ranging from $ 10,000 to $ 50,000 ) for such year. Sponsored research expenses related to these agreements for the three months ended June 30, 2024 and 2023 were approximately $ 0 and $ 333,000 , respectively, and for the six months ended June 30, 2024 and 2023 were approximately $ 0 and $ 556,000 , respectively, and are recorded in research and development expenses in the condensed consolidated statements of operations and other comprehensive loss. License costs related to these agreements for the three months ended June 30, 2024 and 2023 were approximately $ 0 and $ 15,000 , respectively, and for the six months ended June 30, 2024 and 2023 were approximately $ 1,000 and $ 29,000 , respectively, and are included in research and development expenses in the condensed consolidated statements of operations and other comprehensive loss. Marizyme On April 11, 2024, we entered into a Co-Development Agreement with Marizyme. Under the Co-Development Agreement (as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $ 1,750,000 and an Exclusivity Fee of $ 200,000 . The Exclusivity Fee of $ 200,000 and a Funding Payment of $ 500,000 was paid to Marizyme on April 12, 2024. The Exclusivity Fee entitles us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The Funding Payment is designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. In return for the Funding Payment we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided . No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $ 500,000 of DuraGraft Net Sales have been made in the United States. NOTE 12 — STOCKHOLDERS’ EQUITY As of June 30, 2024 and December 31, 2023, the Company had two classes of authorized capital stock: common stock and preferred stock. Common Stock Holders of common stock generally vote as a class with the holders of the preferred stock and are entitled to one vote for each share held. Subject to the rights of the holders of the preferred stock to receive preferential dividends, the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Following payment of the liquidation preference of the preferred stock, any remaining assets will be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of any preferred stock upon liquidation, dissolution or winding up of the affairs of the Company. The holders of common stock have no preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions. 20 At June 30, 2024, the Company has reserved 9,716,650 shares of authorized but unissued common stock for possible future issuance. At June 30, 2024, shares were reserved in connection with the following: SCHEDULE OF RESERVED SHARES Exercise of issued and future grants of stock options 755,715 Conversion of convertible debt 4,218,978 Exercise of stock warrants 4,741,957 Total 9,716,650 Preferred Stock At June 30, 2024 and December 31, 2023, there were no shares of preferred stock outstanding. Stock Options and Warrants Stock Options The Company recognizes all compensatory share-based payments as compensation expense over the service period, which is generally the vesting period. In April 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the granting of incentive or non-statutory common stock options and other types of awards to qualified employees, officers, directors, consultants and other service providers. At June 30, 2024 and December 31, 2023, there were 337,286 and 398,924 outstanding stock options, respectively, under the 2020 Plan and on such dates there were 418,429 and 356,791 shares reserved under the 2020 Plan, respectively, for future grant. The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that were outstanding at June 30, 2024, and changes during the six-month period then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2023 398,924 $ 35.21 $ 5.14 — $ 51.30 7.06 Granted — — — — Expired — — — — Forfeited ( 61,638 ) $ 14.88 $ 5.14 — $ 49.70 — Total outstanding – June 30, 2024 337,286 $ 38.92 $ 5.14 — $ 51.30 6.47 Exercisable (vested) 283,634 $ 45.21 $ 5.14 — $ 51.30 6.18 Non-Exercisable (non-vested) 53,652 $ 5.67 $ 5.14 — $ 12.40 7.99 There was approximately $ 92,000 and $ 0.9 million of compensation cost related to outstanding stock options for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was approximately $ 120,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 0.93 years. 21 The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the 2020 Plan will vest as determined by the Board of Directors but will not exceed a ten-year period. A forfeiture is recognized as incurred if the option holder does not exercise after 90 days following termination of service. Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under its equity plans. Key valuation assumptions include: ● Expected dividend yield. The expected dividend is assumed to be zero, as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. ● Expected stock-price volatility. The Company’s expected volatility is derived from the average historical volatilities of publicly traded companies within the Company’s industry that the Company considers to be comparable to the Company’s business over a period approximately equal to the expected term, because the Company does not have sufficient stock price history over the expected term. ● Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. ● Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, the Company estimates the expected term by using the simplified method provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. The Company recorded share-based compensation expense and classified it in the unaudited condensed consolidated statements of operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 General and administrative $ 33,042 $ 604,259 $ 67,057 $ 807,980 Research and development 44 39,641 24,680 78,462 Total $ 33,086 $ 643,900 $ 91,737 $ 886,442 Equity Classified Compensatory Warrants As part of the May 2020 reverse recapitalization transaction, the Company issued equity classified compensatory common stock warrants to an advisor and its designees. In addition, various service providers hold equity classified compensatory common stock warrants issued in 2017 and earlier (originally exercisable to purchase Series C convertible preferred stock, and now instead exercisable to purchase common stock). These are to be differentiated from the Series C Warrants described in Note 7- Warrant Liabilities. On February 27, 2024, as a result of a down-round provision triggered by a Securities Purchase Agreement with Alpha for the purchase of the February 2024 Debenture, 67,620 warrants were repriced from $ 0.73 per share exercise price to $ 0.26 per share exercise price. The increase in fair value of $ 9,737 for the modification of these warrants was charged to general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive loss. 22 No compensatory warrants were issued during the six months ended June 30, 2024 and June 30, 2023. The following table summarizes the activity in the common stock equity classified compensatory warrants for the six months ended June 30, 2024: SCHEDULE OF COMPENSATORY WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2023 119,046 $ 10.69 $ 0.73 —$ 25.40 1.25 Exercised — — — — Expired ( 7,261 ) $ 20.66 $ 20.66 —$ 20.66 — Forfeited — — — — Total outstanding –June 30, 2024 111,785 $ 9.40 $ 0.26 —$ 25.40 0.83 Exercisable 111,785 $ 9.40 $ 0.26 —$ 25.40 0.83 Non-Exercisable — — — — The following table summarizes the activity in the common stock equity classified compensatory warrants for the six months ended June 30, 2023: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2022 179,046 $ 9.12 $ 1.32 — $ 25.40 1.73 Exercised — Expired — Forfeited — Total outstanding – June 30, 2023 179,046 $ 9.12 $ 1.32 — $ 25.40 1.24 Exercisable 179,046 $ 9.12 $ 1.32 — $ 25.40 1.24 Non-Exercisable — — — — There was $ 9,737 in compensation cost related to outstanding equity classified compensatory warrants for the six months ended June 30, 2024 and $ 0 for the six months ended June 30, 2023. As of June 30, 2024 and June 30, 2023, there was no unrecognized compensation cost related to nonvested warrants. Noncompensatory Equity Classified Warrants On May 22, 2020, as a commitment fee, the Company issued noncompensatory equity classified warrants to Alpha (a related party) for the purchase of common stock. 7,048 of these warrants remain outstanding and exercisable as of June 30, 2024 and may be exercised in whole or in part, at any time before May 22, 2025. On December 22, 2022, in conjunction with the issuance of a debenture to Alpha (see Note 8 – Convertible Debt), the Company issued to Alpha a warrant to purchase 2,500,000 shares of the Company’s common stock. The exercise price of this warrant was initially $ 1.65 , and may be exercised in whole or in part, on or after June 22, 2023 and at any time before June 22, 2028. On December 5, 2023, the Company entered into an Amendment No. 1 with regard to the related Securities Purchase Agreement, with Alpha. This Amendment reduced the Exercise Price of the December 22, 2022 warrant from $ 1.65 per share to $ 0.73 per share. The Amendment also revised certain provisions of the warrant which resulted in reclassification of the warrant from liabilities to equity. 23 On February 27, 2024 the Company entered into a new Securities Purchase Agreement with Alpha for the purchase of the February 2024 Debenture (see Note 8 – Convertible Debt). This Securities Purchase Agreement resulted in the reduction of the exercise price of the December 22, 2022 warrant and the May 2020 warrant from $ 0.73 per share to $ 0.26 per share. The company recognized a deemed dividend of $ 60,017 , which represents the incremental fair value of the outstanding warrants as a result of the down-round provision. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the condensed consolidated statements of changes in stockholders’ equity. In addition, on February 27, 2024, the Company issued to Alpha a warrant to purchase 900,016 shares of the Company’s common stock at an exercise price of $ 0.26 per share, which may be exercised in whole or in part, at any time before February 27, 2029. The following table summarizes the noncompensatory equity classified warrant activity for the six months ended June 30, 2024: SCHEDULE OF NON COMPENSATORY WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2023 2,507,050 $ 0.73 $ 0.73 — $ 0.73 4.47 Granted 900,016 $ 0.26 $ 0.26 — $ 0.26 4.67 Exercised ( 576,924 ) $ 0.26 $ 0.26 — $ 0.26 — Expired — — — — Forfeited ( 2 ) $ 0.26 $ 0.26 — $ 0.26 — Total outstanding – June 30, 2024 2,830,140 $ 0.26 $ 0.26 — $ 0.26 4.19 Exercisable 2,830,140 $ 0.26 $ 0.26 — $ 0.26 4.19 Non-Exercisable — — — — The following table summarizes the noncompensatory equity classified warrant activity for the six months ended June 30, 2023: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2022 547,003 $ 19.76 $ 1.32 — $ 20.00 0.33 Legacy Ritter warrants — — — — Granted — — — — Exercised — — — — Expired ( 455,685 ) $ 20.00 $ 20.00 — $ 20.00 — Forfeited — — — — Total outstanding – June 30, 2023 91,318 $ 18.56 $ 1.32 — $ 20.00 — Exercisable 226,150 $ 18.56 $ 1.32 — $ 20.00 0.58 Non-Exercisable — $ — $ — — 24 NOTE 13 — RELATED PARTY TRANSACTIONS Convertible Debt On December 22, 2022, the Company issued to Alpha, an 8 % Senior Convertible 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. As of June 30, 2024 the Debenture had a remaining principal balance of $ 394,921 , and was 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 $ 0.26 per share, subject to adjustment as described in the Debenture and other terms and conditions described in the Debenture. Between July 3 - July 5, 2024, Alpha subsequently converted the remaining principal balance of $ 394,921 of this Debenture into 1,518,931 shares of common stock of the Company, at a price equal to $ 0.26 per share (see Note 14 - Subsequent Events). On February 27, 2024, the Company issued to Alpha, an 8 % Convertible Debenture in the principal amount of $ 550,000 for a purchase price of $ 500,000 less expenses pursuant to the terms of a Securities Purchase Agreement dated February 26, 2024. As of June 30, 2024 the Debenture had a remaining principal balance of $ 550,000 , and was 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 $ 0.6111 per share, subject to adjustment as described in the Debenture and other terms and conditions described in the Debenture. See Note 8 – Convertible Debt for additional information concerning convertible debt – related party transactions. Warrants On May 22, 2020, as a commitment fee, the Company issued warrants to Alpha for the purchase of common stock. As of June 30, 2024, 7,048 of these warrants remain outstanding and exercisable, and may be exercised in whole or in part, at any time before May 22, 2025. On December 22, 2022, in conjunction with the issuance of a debenture to Alpha, the Company issued to Alpha a warrant to purchase 2,500,000 shares of the Company’s common stock. As of June 30, 2024, the exercise price of this warrant was $ 0.26 . This warrant may be exercised by Alpha, in whole or in part, on or after June 22, 2023 and at any time before June 22, 2028, subject to certain terms and conditions described in the warrant. On May 16, 2024, Alpha partially exercised this warrant to purchase 288,462 shares of the Company’s common stock at an exercise price of $ 0.26 , and on June 4, 2024, Alpha partially exercised this warrant to purchase 288,462 shares of the Company’s common stock at an exercise price of $ 0.26 , for total cumulative proceeds to the Company of $ 150,000 from both exercises. On February 27, 2024, in conjunction with the issuance of a debenture to Alpha, the Company issued to Alpha a warrant to purchase 900,016 shares of the Company’s common stock. As of June 30, 2024, the exercise price of the Alpha Warrant was $ 0.26 . The Alpha Warrant may be exercised by Alpha, in whole or in part, at any time before February 27, 2029, subject to certain terms and conditions described in the warrant. The above warrants are included in equity on the Company’s condensed consolidated balance sheets (see Note 12 – Stockholders’ Equity (Deficit)). NOTE 14 — SUBSEQUENT EVENTS Debt Conversion and Warrant Exercises Between July 3 and July 5, 2024, Alpha voluntarily converted the remaining principal balance of $ 394,921 of the December 2022 8 % Senior Convertible Debenture into 1,518,931 shares of common stock of the Company, at a conversion price of $ 0.26 per share. Between July 5 and July 12, 2024, Alpha partially exercised an equity-classified noncompensatory warrant to purchase 1,023,000 shares of the Company’s common stock at an exercise price of $ 0.26 per share, resulting in total cumulative proceeds to the Company of $ 266,000 . Nonconvertible Debt and Changes to Board of Directors 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 an unsecured, nonconvertible $ 2,000,000 18 % senior note (the “Senior Note”) with a scheduled maturity date of July 8, 2025 . The Senior Note includes a requirement for partial prepayments from a percentage of any future Company financings. Otherwise, principal and interest on the Senior Note is not payable until maturity. On July 5, 2024, four independent directors resigned from the Company’s Board of Directors, and the Company’s Board of Directors appointed three new directors to the Board effective upon the Company’s receipt of the $ 2,000,000 pursuant to the Agreement, which occurred on July 12, 2024. 25 Marizyme On July 15, 2024, the Company advanced to Marizyme, Inc., a Nevada corporation (“Marizyme”), against which Marizyme had previously delivered its demand promissory note to the Company of like principal amount dated July 12, 2024 (the “Marizyme Note”). The Marizyme Note bears interest the rate of eighteen percent ( 18 %) per annum. Marizyme may pre-pay all or any part of the outstanding principal or interest of the Marizyme Note at any time and from time to time, in whole or in part, without premium or penalty. Possible Nasdaq Delisting On May 23, 2024, the Company received written notice (the “Delist Notice”) from The Nasdaq Stock Market (“Nasdaq”) indicating the Company’s continued non-compliance with the minimum bid price requirement, pursuant to Listing Rule 5550(b)(2). As previously reported, on November 20, 2023, the Company received a letter (the “Bid Price Deficiency Notice”) from Nasdaq notifying the Company that, because the closing bid price for its common stock has been below $ 1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”), and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Further, as previously reported, on November 21, 2023, the Company also received a letter from Nasdaq notifying the Company that it did not comply with the $ 2,500,000 minimum stockholders’ equity requirement, as set forth in Listing Rule 5550(a)(2) (the “Equity Rule”). On January 12, 2024, Nasdaq granted the Company an extension of time until May 21, 2024, to regain compliance with the Equity Rule. The Company has not done so to date. As such, the Delist Notice states that this matter also serves as a separate and additional basis for delisting the Company’s securities from The Nasdaq Stock Market. On July 16, 2024, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) regarding the Company’s potential delisting from The Nasdaq Stock Market due to non-compliance with the bid price requirement pursuant to the Bid Price Rule and the shareholder equity requirement pursuant to the Equity Rule. On August 2, 2024, the Company received the Panel decision which granted the Company until October 31, 2024 to regain compliance with the Bid Price Rule and the Equity Rule. If the Company is unable to regain compliance with the listing standards of the Nasdaq Capital Market by October 31, 2024, the Company’s securities may be delisted from The Nasdaq Stock Market. Settlement of Outstanding Accounts Payable On August 9, 2024, the Company fully settled accounts payable to certain creditors totaling approximately $ 319,000 for cash payments of approximately $ 50,000 . Public Offering On August 7, 2024 and August 9, 2024 the Company filed Amendments to its Form S-1 Registration Statement for an offering on a “reasonable best efforts” basis of up to $ 4 million of shares of common stock. 26 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the audited financial statements and notes thereto as of and for the twelve months ended December 31, 2023, which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 5, 2024. As used in this Quarterly Report, unless the context suggests otherwise, “we,” “us,” “our,” or “Qualigen” refer to Qualigen Therapeutics, Inc. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Cautionary Note Regarding Forward Looking Statements This Quarterly Report contains forward-looking statements by the Company that involve risks and uncertainties and reflect the Company’s judgment as of the date of this Report. These statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements may relate to, among other things, potential future development, testing and launch of products and product candidates. Actual events or results may differ from our expectations due to a number of factors. Some of the factors that we believe could cause actual results to differ from those anticipated or predicted include: ● 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; ● 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 Quarterly Report, 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 Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent in some future periods with the forward-looking statements contained in this Quarterly Report, they may not be predictive of results or developments in other future periods. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of this Quarterly Report, and we disclaim any intent or obligation to update these forward-looking statements beyond the date of this Quarterly Report, except as required by law. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Future filings with the Securities and Exchange Commission (the “SEC”), future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may also contain forward-looking statements. Because such statements include risks and uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. 27 Overview We are an early-clinical-stage therapeutics company focused on developing treatments for adult and pediatric cancer. Our business now consists of one early-clinical-stage therapeutic program (QN-302) and one preclinical therapeutic program (Pan-RAS). Our lead program, QN-302, is an investigational small molecule G-quadruplexes (G4)-selective transcription inhibitor with strong binding affinity to G4s prevalent in cancer cells (such as pancreatic cancer). Such binding could, by stabilizing the G4s against DNA “unwinding,” help inhibit cancer cell proliferation. QN-302 is undergoing a Phase 1a clinical trial at START Midwest in Grand Rapids, Michigan, and HonorHealth in Scottsdale, Arizona. Our Pan-RAS program, which is currently at the preclinical stage, consists of a family of RAS oncogene protein-protein interaction inhibitor small molecules believed to inhibit or block mutated RAS genes’ proteins from binding to their effector proteins thereby leaving the proteins from the mutated RAS unable to cause further harm. In theory, such mechanism of action may be effective in the treatment of about one quarter of all cancers, including certain forms of pancreatic, colorectal, and lung cancers. The investigational compounds within our Pan-RAS portfolio are designed to suppress the interaction of endogenous RAS with c-RAF, upstream of the KRAS, HRAS and NRAS effector pathways. We do not expect to be profitable before products from our therapeutics pipeline are commercialized. To experience losses while therapeutic products are still under development is, of course, typical for biotechnology companies. In addition, under a Co-Development Agreement dated April 11, 2024 with Marizyme, Inc. (“Marizyme”), we are entitled to receive quarterly a 33% payment in the nature of royalties (capped at double the amount of Funding Payment cash we provide to Marizyme) on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States. To date we have provided $1,750,000 of Funding Payments to Marizyme (inclusive of a $1,250,000 demand promissory note dated July 15, 2024 which bears interest at 18% per annum). Recent Developments Phase 1 Clinical Trial of QN-302 On August 1, 2023, we announced that the FDA has cleared our IND application for QN-302. Based on this clearance, we chose Translational Drug Development, LLC (“TD2”) to serve as our contract research organization to conduct a Phase 1 clinical trial in patients with advanced or metastatic solid tumors. The Phase 1 trial (NCT06086522) is designed as a multicenter, open-label, dose escalation, safety, pharmacokinetic, and pharmacodynamic study with dose expansion to evaluate safety, tolerability, and antitumor activity of QN-302 in patients with advanced solid tumors that have not responded to or that have recurred following treatment with available therapies. On November 7, 2023, we announced that the first patient had been enrolled and dosed in the dose escalation (Phase 1a) portion of the study. The exact number of patients to be enrolled in the trial will depend on the observed safety profile, which will determine the number of patients per dose level, as well as the number of dose escalations required to meet the Maximum Tolerated Dose (“MTD”). Once the MTD has been established in dose escalation, dose expansion will begin. Sale of Diagnostics Business On July 20, 2023, we sold all of the issued and outstanding shares of common stock of Qualigen, Inc., a wholly-owned subsidiary and the legal entity operating our FastPack™ diagnostic business, to Chembio Diagnostics, Inc. (“Chembio”), a subsidiary of Biosynex, S.A. As consideration for the shares of Qualigen, Inc., we received cash payments of approximately $4.9 million, which payment is subject to post-closing adjustments. An additional $450,000 was delivered by Chembio to an escrow account to satisfy our indemnification obligations. The escrow account was closed on June 4, 2024 by mutual agreement; $350,000 was paid to us, and $100,000 was paid to Chembio. Upon the consummation of the July 2023 transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio. Amendment and Settlement Agreement with NanoSynex Ltd. On July 20, 2023, we entered into and effectuated the NanoSynex Amendment, by which we agreed to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by us, resulting in our ownership in NanoSynex being reduced from approximately 52.8% to approximately 49.97% of the voting equity of NanoSynex. In addition, we agreed to cancel approximately $3.0 million of promissory notes which NanoSynex had issued to us under the NanoSynex Funding Agreement, relieving NanoSynex of any repayment obligations to us with respect to such notes. The NanoSynex Amendment superseded any NanoSynex Funding Agreement obligations to provide funding to NanoSynex, except we agreed to provide future loans as follows: (i) $560,000 on or before November 30, 2023, and (ii) $670,000 on or before March 31, 2024. However, on November 22, 2023, in full settlement of any additional funding obligations to NanoSynex, we forfeited certain of our shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced our ownership in NanoSynex from approximately 49.97% to 39.90%. Accordingly, NanoSynex was deconsolidated from our financial statements as of July 20, 2023, and is reported as Discontinued Operations in this Quarterly Report. Our investment in NanoSynex will be accounted for in the future as an equity method investment. 28 Marizyme On April 11, 2024, we entered into a Co-Development Agreement with Marizyme. Under the Co-Development Agreement (as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of $200,000. The Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024. The Exclusivity Fee entitles us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The Funding Payment is designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. In return for the Funding Payment we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States. On July 15, 2024, the Company advanced $1,250,000 to Marizyme, Inc., a Nevada corporation (“Marizyme”), against which Marizyme had previously delivered its demand promissory note to the Company of like principal amount dated July 12, 2024 (the “Marizyme Note”). The Marizyme Note bears interest the rate of eighteen percent (18%) per annum. Marizyme may pre-pay all or any part of the outstanding principal or interest of the Marizyme Note at any time and from time to time, in whole or in part, without premium or penalty. Critical Accounting Policies and Estimates Our condensed consolidated financial statements historically have not separated our diagnostics-related activities from our therapeutics-related activities. All of our historically reported revenue was diagnostics-related. Before the third quarter of 2023, our reported expenses represented the total of our diagnostics-related and therapeutics-related expenses. In this Quarterly Report, all diagnostics-related revenues and expenses have been reclassified to discontinued operations (See Note 5 - Discontinued Operations). This discussion and analysis is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to impairment of goodwill and other intangible assets, fair value of warrant liabilities, and stock-based compensation. We base our estimates on historical experience, known trends and events and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial condition and results of operations: ● Research and development ● Discontinued operations ● Derivative financial instruments and warrant liabilities ● Stock-based compensation ● Income taxes 29 Derivative Financial Instruments and Warrant Liabilities On April 12, 2024, in connection with an 8% Convertible Debenture in the principal amount of $1,100,000 issued to Yi Hua Chen (“Chen”) (see Note 7 Warrant Liabilities), we issued a liability classified warrant to Chen purchase 1,800,032 shares of our common stock, exercisable until February 27, 2029, which remains outstanding and exercisable as of June 30, 2024. The fair value of liability classified warrants will be determined each quarter on a “mark-to-market” basis, it could result in significant variability in our future quarterly and annual consolidated statement of operations and consolidated balance sheets based on changes in our public market common stock price. Pursuant to U.S. GAAP, a quarter-to-quarter increase in our stock price would result in an increase in the fair value of the warrant liabilities and a quarter-to-quarter decrease in our stock price would result in a decrease in the fair value of the warrant liabilities. Results of Operations Comparison of the Three Months Ended June 30, 2024 and 2023 The following table summarizes our results of operations for the three months ended June 30, 2024 and 2023: For the Three Months June 30, 2024 2023 EXPENSES General and administrative $ 986,484 $ 2,427,066 Research and development 754,287 1,174,646 Total expenses 1,740,771 3,601,712 LOSS FROM OPERATIONS (1,740,771 ) (3,601,712 ) OTHER EXPENSE (INCOME), NET Gain on change in fair value of warrant liabilities (493,206 ) (440,294 ) Gain on change in fair value of derivative liabilities (10,116 ) — Interest expense, net 263,560 377,416 Loss on issuance of convertible debt — — Gain on voluntary conversion of convertible debt into common stock (83,800 ) — Loss on monthly redemptions of convertible debt into common stock 61,655 — Other income, net (1,094 ) (5,509 ) Total other expense (income), net (263,001 ) (68,387 ) LOSS BEFORE PROVISION FOR INCOME TAXES (1,477,770 ) (3,533,325 ) (BENEFIT) PROVISION FOR INCOME TAXES (1,212 ) 4,036 NET LOSS FROM CONTINUING OPERATIONS (1,476,558 ) (3,537,361 ) DISCONTINUED OPERATIONS Income from discontinued operations, net of tax — 29,672 Loss on disposal from discontinued operations, net of tax (100,000 ) — GAIN (LOSS) FROM DISCONTINUED OPERATIONS (100,000 ) 29,672 NET LOSS (1,576,558 ) (3,507,689 ) Net loss attributable to non-controlling interest from discontinued operations — (43,484 ) Net loss available to Qualigen Therapeutics, Inc. $ (1,576,558 ) $ (3,464,205 ) Deemed dividend arising from warrant down-round provision $ — $ — Net loss attributable to Qualigen Therapeutics, Inc (1,576,558 ) (3,464,205 ) Net loss per common share, basic and diluted - continuing operations $ (0.20 ) $ (0.70 ) Net loss per common share, basic and diluted - discontinued operations $ (0.01 ) $ 0.01 Total net loss per common share, basic and diluted $ (0.21 ) $ (0.69 ) Weighted—average number of shares outstanding, basic and diluted 7,603,252 5,052,463 Other comprehensive loss, net of tax Net loss $ (1,576,558 ) $ (3,507,689 ) Foreign currency translation adjustment from discontinued operations — (56,747 ) Other comprehensive loss (1,576,558 ) (3,564,436 ) Comprehensive loss attributable to noncontrolling interest from discontinued operations — (43,484 ) Comprehensive loss attributable to Qualigen Therapeutics, Inc. $ (1,576,558 ) $ (3,520,952 ) 30 Expenses General and Administrative Expenses General and administrative expenses decreased from $2.4 million for the three months ended June 30, 2023, to $1.0 million for the three months ended June 30, 2024, a decrease of $1.4 million or 59%. This is primarily due to decreases in stock-based compensation of $0.6 million, payroll of $0.4 million, professional fees of $0.3 million and insurance of $0.1 million. Research and Development Costs Research and development expenses decreased from $1.2 million for the three months ended June 30, 2023, to $0.8 million for the three months ended June 30, 2024, a decrease of $0.4 million or 36%. This was primarily due to decreases in QN-302 program expenses of $0.6 million, a decrease in RAS program expenses of $0.3 million, a decrease in payroll of $0.1 million and a decrease in stock-based compensation of $0.1 million, offset by an increase of $0.7 million in expenses under the Marizyme co-development agreement. Other Expense (Income), Net Gain on Change in Fair Value of Warrant Liabilities During the three months ended June 30, 2024 and 2023, we experienced a gain of approximately $493,000 million and a gain of approximately $440,000 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss. Gain on Change in Fair Value of Derivative Liabilities During the three months ended June 30, 2024 we experienced a gain of approximately $10,000 on change in fair value of derivative liabilities, compared to $0 for the three months ended June 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value. Interest Expense, Net Interest expense during the three months ended June 30, 2024 was approximately $264,000 compared to interest expense of approximately $377,000 during the three months ended June 30, 2023. The decrease was primarily due to reduced accretion of discount on convertible debt during the current period. Gain on Voluntary Conversion of Convertible Debt Into Common Stock During the three months ended June 30, 2024, we issued 1,400,000 shares of common stock with a fair value of approximately $280,000, upon Alpha’s partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon conversion to shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $84,000. There were no voluntary conversions of convertible debt for the three months ended June 30, 2023. Loss on Monthly Redemptions of Convertible Debt into Common Stock During the three months ended June 30, 2024, we issued 1,136,312 shares of common stock with a fair value of approximately $357,000, in lieu of cash for monthly redemptions of $280,000 principal and approximately $15,000 accrued interest redeemed, pursuant to the terms of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon redemption in shares, we recognized a loss on monthly redemptions of convertible debt into common stock of approximately $62,000. Other Income, Net Other income, net was immaterial during the three months ended June 30, 2024 and 2023. Discontinued Operations There was a $100,000 loss from discontinued operations during the three months ended June 30, 2024, compared to income from discontinued operations of approximately $30,000 during the three months ended June 30, 2023. The $100,000 loss from discontinued operations during the current period was generated from the early settlement of an escrow account from the sale of Qualigen, Inc. The income of $30,000 from discontinued operations during the three months ended June 30, 2023 consisted of approximately $114,000 in net income from our former Qualigen, Inc. subsidiary and approximately a net loss of approximately $84,000 from NanoSynex. (See Note 5 - Discontinued Operations). 31 There was no loss attributable to non-controlling interest from discontinued operations during the three months ended June 30, 2024, compared to a loss attributable to non-controlling interest from discontinued operations of approximately $43,000 during the three months ended June 30, 2023 (See Note 5 - Discontinued Operations). Comparison of the Six Months Ended June 30, 2024 and 2023 The following table summarizes our results of operations for the six months ended June 30, 2024 and 2023: For the Six Months June 30, 2024 2023 EXPENSES General and administrative $ 2,047,419 $ 3,796,068 Research and development 1,118,672 2,456,463 Total expenses 3,166,091 6,252,531 LOSS FROM OPERATIONS (3,166,091 ) (6,252,531 ) OTHER EXPENSE (INCOME), NET Gain on change in fair value of warrant liabilities (359,906 ) (1,478,967 ) Gain on change in fair value of derivative liabilities (174,613 ) — Interest expense, net 400,117 921,652 Loss on issuance of convertible debt 358,279 — (Gain) loss on voluntary conversion of convertible debt into common stock (83,800 ) 1,077,287 Loss on monthly redemptions of convertible debt into common stock 208,852 — Other income, net (2,713 ) (5,509 ) Total other expense (income), net 346,216 514,463 LOSS BEFORE PROVISION FOR INCOME TAXES (3,512,307 ) (6,766,994 ) (BENEFIT) PROVISION FOR INCOME TAXES (2,998 ) 5,429 NET LOSS FROM CONTINUING OPERATIONS (3,509,309 ) (6,772,423 ) DISCONTINUED OPERATIONS Loss from discontinued operations, net of tax — (842,515 ) Loss on disposal from discontinued operations, net of tax (100,000 ) — LOSS FROM DISCONTINUED OPERATIONS (100,000 ) (842,515 ) NET LOSS (3,609,309 ) (7,614,938 ) Net loss attributable to non-controlling interest from discontinued operations — (304,512 ) Net loss available to Qualigen Therapeutics, Inc. $ (3,609,309 ) $ (7,310,426 ) Deemed dividend arising from warrant down-round provision $ (60,017 ) $ — Net loss attributable to Qualigen Therapeutics, Inc (3,669,326 ) (7,310,426 ) Net loss per common share, basic and diluted - continuing operations $ (0.53 ) $ (1.35 ) Net loss per common share, basic and diluted - discontinued operations $ (0.01 ) $ (0.11 ) Total net loss per common share, basic and diluted $ (0.54 ) $ (1.46 ) Weighted—average number of shares outstanding, basic and diluted 6,773,533 5,006,050 Other comprehensive loss, net of tax Net loss $ (3,609,309 ) $ (7,614,938 ) Foreign currency translation adjustment from discontinued operations — 119,473 Other comprehensive loss — (7,495,465 ) Comprehensive loss attributable to noncontrolling interest from discontinued operations (3,609,309 ) (304,512 ) Comprehensive loss attributable to Qualigen Therapeutics, Inc. $ — $ (7,190,953 ) 32 Expenses General and Administrative Expenses General and administrative expenses decreased from approximately $3.8 million, during the six months ended June 30, 2023 to approximately $2.0 million during the six months ended June 30, 2024, a decrease of approximately $1.8 million or 46%. This decrease was primarily due to a $0.8 million decrease in stock-based compensation expense, a $0.6 million decrease in professional fees and a $0.4 million decrease in payroll expenses. Research and Development Costs Research and development expenses decreased from approximately $2.5 million for the six months ended June 30, 2023, to approximately $1.1 million for the six months ended June 30, 2024, a decrease of $1.4 million or 54%. This was primarily due to an decrease in QN-302 program costs of $1.2 million, a decrease in RAS program expenses of $0.7 million, and a decrease in wages of $0.2 million, offset by an increase of $0.7 million in expenses under the Marizyme co-development agreement. Other Expense (Income), Net Gain on Change in Fair Value of Warrant Liabilities During the six months ended June 30, 2024 and 2023, we experienced a gain of approximately $0.4 million, and a gain of approximately $1.5 million, respectively, on change in fair value of warrant liabilities, primarily due to changes in our stock price and expiration of warrants during the current period, and changes in our stock price in the prior period. Typically, a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase in our stock price would result in an increase in the fair value of our warrant liabilities, generating a loss. Gain on Change in Fair Value of Derivative Liabilities During the six months ended June 30, 2024, we experienced a gain of approximately $0.2 million on change in fair value of derivative liabilities, compared to $0 for the six months ended June 30, 2023. The fair value of derivative liabilities declined during the current period due to changes in our stock price and a reduction in the remaining term of the underlying instruments. Derivative liabilities in the prior period had no fair value. Interest Expense Interest expense during the six months ended June 30, 2024 was approximately $400,000, compared to interest expense of approximately $922,000 during the six months ended June 30, 2023, The decrease was primarily due to reduced accretion of discount on convertible debt during the current period. Loss on Issuance of Convertible Debt During the six months ended June 30, 2024 we incurred a loss on issuance of convertible debt of approximately $358,000 due to the fair value of the 2024 Alpha Debenture and derivative liabilities exceeding the cash proceeds. Gain on Voluntary Conversion of Convertible Debt Into Common Stock During the six months ended June 30, 2024, we issued 1,400,000 shares of common stock with a fair value of approximately $280,000, upon partial voluntary conversion of the 2022 Alpha Debenture at a weighted average share price of $0.26. Upon redemption in shares, we recognized a gain on voluntary conversion of convertible debt into common stock of approximately $84,000. During the six months ended June 30, 2023, we recognized a $1.1 million loss due to a voluntary conversion by Alpha of approximately $1.1 million of convertible debt into 841,726 shares of common stock. Loss on Monthly Redemptions of Convertible Debt into Common Stock During the six months ended June 30, 2024, we issued 2,274,847 shares of common stock with a fair value of approximately $903,000, in lieu of cash for monthly redemptions of $660,000 principal and approximately $34,000 accrued interest redeemed, pursuant to the terms of the 2022 Alpha Debenture at a weighted average share price of $0.29. Upon redemption in shares, we recognized a loss on monthly redemptions of convertible debt into common stock of approximately $209,000. Other Income, Net Other income, net was immaterial during the six months ended June 30, 2024 and 2023. 33 Discontinued Operations There was a loss from discontinued operations of $0.1 million during the six months ended June 30, 2024, compared to a loss from discontinued operations of approximately $0.8 million during the six months ended June 30, 2023. The $0.1 million loss from discontinued operations during the six months ended June 30, 2024 was generated from the early settlement of an escrow account from the sale of Qualigen, Inc. The $0.8 million loss from discontinued operations during the six months ended June 30, 2023 consisted of approximately a $0.2 million loss from our former Qualigen, Inc. subsidiary and approximately a $0.6 million loss from NanoSynex (See Note 5 - Discontinued Operations). There was no loss attributable to non-controlling interest from discontinued operations during the six months ended June 30, 2024, compared to a loss attributable to non-controlling interest from discontinued operations of approximately $0.3 million during the six months ended June 30, 2023 (See Note 5 - Discontinued Operations). Liquidity and Capital Resources As of June 30, 2024, we had approximately $119,000 in cash and an accumulated deficit of $120.4 million. For the six months ended June 30, 2024 and year ended December 31, 2023, we used cash of $2.3 million and $10.3 million, respectively, in operations. We currently expect our cash balances to fund operations into the fourth quarter of 2024. We expect to continue to have net losses and negative cash flow from operations, which will challenge our liquidity. These factors raise substantial doubt regarding our ability to continue as a going concern for the one-year period following the date that the financial statements in this Quarterly Report were issued. There is no assurance that we will ever achieve profitable operations, or, if achieved, could be sustained on a continuing basis. Historically, our principal sources of cash have, in addition to previous revenue from product sales and license revenues from the FastPack product of line of Qualigen, Inc. (which we divested in July 2023), included proceeds from the issuance of common and preferred equity and proceeds from the issuance of debt. There can be no assurance that further financing can be obtained on favorable terms, or at all. If we are unable to obtain funding, we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, and we could be unable to continue operations. During the six months ended June 30, 2024 we raised approximately $1.5 million less expenses, in convertible debt. In February 2024 we issued to Alpha Capital Anstalt (“Alpha”) an 8% Convertible Debenture (the “2024 Alpha Debenture”) with a principal amount of $550,000; in connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase (at $0.26 per share) 900,016 shares of our common stock. We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us 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). In April 2024, Alpha assigned this option to Yi Hua Chen (“Chen”) and Chen exercised the option in full; in exchange for $1,000,000 (less expenses) we issued to Chen an 8% Convertible Debenture with a principal amount of $1,100,000; in connection with this issuance, we also issued to Chen a 5-year common stock purchase warrant to purchase (at $0.26 per share) 1,800,032 shares of our common stock. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through third-party funding, commercialization, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. In addition, any future financing (depending on the terms and conditions) may be subject to the approval of Alpha and Chen under the terms of the Debentures and/or trigger certain adjustments to the Debentures or warrants held by Alpha and Chen. In June 2024, by way of a negotiated early release of escrow, we received $350,000 from the $450,000 escrow account established in connection with our July 2023 sale of Qualigen, Inc. The escrow account had originally been subject to release in January 2025. In exchange for the early release, $100,000 from the escrow account was paid to Chembio Diagnostics, Inc., the buyer of Qualigen, 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 an unsecured, nonconvertible $2,000,000 18% senior note (the “Senior Note”) with a scheduled maturity date of July 8, 2025. The Senior Note includes a requirement for partial prepayments from a percentage of any future Company financings. Otherwise, principal and interest on the Senior Note is not payable until maturity. 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. Delisting of our common stock from Nasdaq would have a serious negative effect on any future financing efforts. As described in Note 14 in our condensed consolidated financial statements, a hearing before a Nasdaq Hearing Panel was held on July 16, 2024. On August 2, 2024, the Company received the Panel decision which granted the Company until October 31, 2024 to regain compliance with the Bid Price Rule and the Equity Rule. If the Company is unable to regain compliance with the listing standards of Nasdaq by October 31, 2024, the Company’s securities may be delisted from The Nasdaq Stock Market. The accompanying financial statements have been prepared assuming that we will continue as a going concern. The financial statements do not include any adjustments that would be necessary should we be unable to continue as a going concern, and therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts that may differ from those reflected in the accompanying financial statements. 34 Our current liabilities at June 30, 2024 include approximately $1.9 million of accounts payable, $1.7 million of convertible debt and derivative liabilities, $1.0 million of accrued expenses and other current liabilities, $0.3 million in warrant liabilities. Contractual Obligations and Commitments We have no material contractual obligations that are not fully recorded on our condensed consolidated balance sheets or fully disclosed in the notes to the financial statements. License and Sponsored Research Agreements We have obligations under various license and sponsored research agreements to make future payments to third parties that become due and payable on the achievement of certain development, regulatory and commercial milestones (such as the start of a clinical trial, filing for product approval with the FDA or other regulatory agencies, product approval by the FDA or other regulatory agencies, product launch or product sales) or on the sublicense of our rights to another party. We have not included these commitments on our balance sheet because the achievement and timing of these events is not determinable. Certain milestones are in advance of receipt of revenue from the sale of products and, therefore, we may require additional debt or equity capital to make such payments. We have multiple license agreements with ULRF. Under these agreements, we have taken over development, regulatory approval and commercialization of various drug compounds from ULRF and are responsible for maintenance of the related intellectual property portfolio. Under the terms of these agreements, we are required to make patent maintenance payments and payments based upon development, regulatory and commercial milestones for any products covered by the in-licensed intellectual property. The maximum aggregate milestone payments we may be obligated to make per product are $5 million. We will also be required to pay a royalty on net sales of products covered by the in-licensed intellectual property in the low single digits. The royalty is subject to reduction for any third-party payments required to be made, with a minimum floor in the low single digits. We have the right to sublicense our rights under these agreements, but we will be required to pay ULRF a percentage of any sublicense income. I n January 2022, we entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCL Business Limited is the commercialization company for University College London.) We are further developing the program’s lead compound under the name QN-302. The License Agreement requires (if and when applicable) tiered royalty payments in the low to mid-single digits, clinical/regulatory/sales milestone payments, and sharing of a percentage of any non-royalty sublicensing consideration paid to the Company. In November 2023, we became obligated to pay $100,000 to UCL Business Limited upon the first patient dosing of QN-302, which was paid in January 2024. 2022 Convertible Debenture On December 22, 2022, we issued to Alpha an 8% Senior Convertible 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 “2022 Securities Purchase Agreement”). The 2022 Debenture has a maturity date of December 22, 2025 and is convertible, at any time, and from time to time, until the 2022 Debenture is no longer outstanding, at Alpha’s option, into shares of our common stock (the “Conversion Shares”), at a price initially equal to $1.32 per share, subject to adjustment as described in the 2022 Debenture and other terms and conditions described in the 2022 Debenture. On July 13, 2023, we obtained stockholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance to Alpha of more than 20% of our issued and outstanding shares of common stock pursuant to the terms and conditions of (a) the 2022 Debenture, and (b) the common stock purchase warrant dated December 22, 2022 issued by us to Alpha. Between January 9 - 12, 2023, we issued 841,726 shares of common stock upon Alpha’s partial conversion of the 2022 Debenture at $1.32 per share for a total of $1,111,078 principal. In October and December 2023, we issued 309,665 shares of common stock to Alpha in lieu of cash for monthly redemption payments on the 2022 Debenture at a weighted average price of $0.71 per share. During the three months ending March 31, 2024, we issued 1,138,535 shares of common stock to Alpha in lieu of cash for monthly redemption payments of the 2022 Debenture at a weighted average conversion price of $0.33 per share, and a weighted average fair value of $0.49 per share, and during the three months ending June 30, 2024, we issued 2,536,312 shares of common stock to Alpha in lieu of cash for monthly redemption payments of the 2022 Debenture at a weighted average conversion price of $0.26 per share, and a weighted average fair value of $0.25 per share. 35 As of June 30, 2024, approximately 1,518,929 shares of common stock were issuable under the 2022 Debenture, based on the $0.26 per share figure. Between July 3 - 5, 2024, Alpha voluntarily converted the remaining principal balance of $394,921 of the December 2022 8% Senior Convertible Debenture into 1,518,931 shares of common stock of the Company, at the conversion price of $0.26 per share. 2024 Convertible Debentures On February 27, 2024, upon our receipt of a cash purchase price payment of $500,000 (less expenses), we issued to Alpha an 8% Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of $550,000. The 2024 Alpha Debenture matures no later than December 31, 2024 and is convertible, at any time, and from time to time, at Alpha’s option, into shares of common stock of the Company, at $0.6111 per share, subject to adjustment as described in the 2024 Alpha Debenture. Except in respect of an Exempt Issuance, the 2024 Alpha Debenture contains a “ratchet” antidilution provision, with an $0.1164 floor. The 2024 Alpha Debenture accrues interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity. In connection with this issuance, we also issued to Alpha a 5-year common stock purchase warrant to purchase (at $0.26 per share) 900,016 shares of our common stock. We also granted to Alpha an option, exercisable until July 1, 2024, to purchase from us 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). On April 11, 2024, Alpha assigned this option to Yi Hua Chen, who exercised it in full on April 12, 2024 (see Note 8 - Convertible Debt to the Company’s condensed consolidated financial statements). NanoSynex Funding Agreement As a condition to our acquisition of a majority voting equity interest in NanoSynex from Alpha and NanoSynex, we entered into a Master Agreement for the Operational and Technological Funding of NanoSynex (the “Funding Agreement”), on May 26, 2022, pursuant to which we agreed to fund NanoSynex up to an aggregate of approximately $10.4 million, subject to NanoSynex’s achievement of certain performance milestones specified in the Funding Agreement and the satisfaction of other terms and conditions described in the Funding Agreement. On July 20, 2023, we entered into the NanoSynex Amendment, which amended the Funding Agreement, pursuant to which the Company agreed to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by the Company, resulting in our ownership in NanoSynex being reduced from approximately 52.8% to approximately 49.97% of the voting equity of NanoSynex. In addition, we agreed to cancel approximately $3.0 million of promissory notes which NanoSynex had issued to us under the NanoSynex Funding Agreement, relieving NanoSynex of any repayment obligations to us with respect to such notes. The surrender of shares reducing our interest in NanoSynex from approximately 52.8% to approximately 49.97% occurred on July 20, 2023. Accordingly, NanoSynex was deconsolidated from our financial statements as of July 20, 2023, and is reported as Discontinued Operations in this Quarterly Report. The NanoSynex Amendment superseded any payment obligations contemplated by the original Funding Agreement and amended our obligations to provide funding to NanoSynex, except we agreed to provide future funding as follows: (i) $560,000 on or before November 30, 2023, and (ii) $670,000 on or before March 31, 2024, in each case issued in the form of a promissory note to the Company with a face value in the amount of such funding. However, on November 22, 2023, in full settlement of any additional funding obligations to NanoSynex, we forfeited certain of our shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced our ownership in NanoSynex from approximately 49.97% to 39.90%. Our investment in NanoSynex will be accounted as an equity method investment prospectively from the July 20, 2023 deconsolidation date. Marizyme On April 11, 2024, we entered into a Co-Development Agreement with Marizyme, Inc. (“Marizyme”). Under the Co-Development Agreement (as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of $200,000. The Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024. The Exclusivity Fee entitled us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The Funding Payment is designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. In return for the Funding Payment we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States. On July 15, 2024, the Company advanced to Marizyme, Inc., a Nevada corporation (“Marizyme”) $1,250,000 against which Marizyme had previously delivered its demand promissory note to the Company of like principal amount dated July 12, 2024 (the “Marizyme Note”). The Marizyme Note bears interest the rate of eighteen percent (18%) per annum. Marizyme may pre-pay all or any part of the outstanding principal or interest of the Marizyme Note at any time and from time to time, in whole or in part, without premium or penalty. 36 Other Service Agreements We enter into contracts in the normal course of business, including with clinical sites, contract research organizations, and other professional service providers for the conduct of clinical trials, contract manufacturers for the production of our product candidates, contract research service providers for preclinical research studies, professional consultants for expert advice and vendors for the sourcing of clinical and laboratory supplies and materials. These contracts generally provide for termination on notice, and therefore are cancelable contracts. Cash Flows The following table sets forth the significant sources and uses of cash for the periods set forth below: For the Six Months Ended June 30, 2024 2023 Net cash (used in) provided by: Operating activities $ (2,258,118 ) $ (5,562,416 ) Investing activities 350,000 (246,418 ) Financing activities 1,625,000 — Effect of exchange rate on cash — 115,803 Net decrease in cash and restricted cash $ (283,118 ) $ (5,693,031 ) Net Cash Used in Operating Activities During the six months ended June 30, 2024, operating activities used $2.3 million of cash, primarily resulting from a loss from continuing operations of $3.5 million. Cash flows from operating activities for the six months ended June 30, 2024 were positively impacted by adjustments for $0.4 million loss on issuance of convertible debt, $0.1 million in stock-based compensation expense, $0.3 million in accretion of discount on convertible debt, $0.2 million loss on monthly redemptions of convertible debt into common stock, and a $0.8 million decrease in prepaid expenses and other assets and a $0.5 million increase in accrued expenses and other current liabilities. Cash flows from operating activities for the six months ended June 30, 2024 were negatively impacted by adjustments for a $0.4 million gain on change in fair value of warrant liabilities, a $0.2 million gain on change in fair value of derivative liabilities, a $0.1 million gain on voluntary conversion of convertible debt into common stock and a $0.4 million decrease in accounts payable. During the six months ended June 30, 2023, operating activities used $5.6 million of cash, primarily resulting from a loss from continuing operations of $6.8 million. Cash flows from operating activities for the six months ended June 30, 2023 were positively impacted by adjustments for $0.9 million in stock-based compensation expense, a $1.1 million loss on voluntary conversion of convertible debt, accretion of discount of $0.8 million on convertible debt, and a $0.6 million increase in accounts payable, a $0.2 million decrease in prepaid expenses and other assets and a $0.3 million increase in accrued expenses and other current liabilities. Cash flows from operating activities for the six months ended June 30, 2023 were negatively impacted by an adjustment for a $1.5 million decrease in fair value of warrant liabilities and net cash used in discontinued operations of $1.2 million. Net Cash Provided by (Used in) Investing Activities During the six months ended June 30, 2024, net cash provided by investing activities from disposal of discontinued operations was $350,000, due to the early release of escrow from the sale of Qualigen, Inc. During the six months ended June 30, 2023, net cash used in investing activities from discontinued operations was approximately $246,000, due to purchase of property and equipment. Net Cash Provided by Financing Activities Net cash provided by financing activities for the six months ended June 30, 2024 was $1,625,000, of which $1,475,000 was due to issuances of convertible debt, and $150,000 was due to warrant exercises. Net cash provided by financing activities for the six months ended June 30, 2023 was $0. 37 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, due to the material weakness described below, our disclosure controls and procedures as of June 30, 2024 were not effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act’), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. 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. Changes in Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. As 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, or 2013 Framework. 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. We cannot assure you that these or other measures will fully remediate the material weakness in a timely manner. There was no change in our internal control over financial reporting in the second quarter of 2024. Notwithstanding the identified material weakness, our management believes that the condensed consolidated financial statements included in this Quarterly 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. GAAP. Nonetheless, we also believe that an internal control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal control can provide absolute assurance that all internal control issues and instances of fraud, if any, within a company are detected. 38 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently involved in any legal matters. From time to time, we could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. ITEM 1A. RISK FACTORS The Company’s business, reputation, results of operations and financial condition, as well as the price of its stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the Company’s 2023 Annual Report under the heading “Risk Factors.” When any one or more of these risks materialize, the Company’s business, reputation, results of operations and financial condition, as well as the price of its stock, can be materially and adversely affected. Except as described below, there have been no material changes to the Company’s risk factors since the 2023 Annual Report. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities During the six months ended June 30, 2024, we issued to Alpha Capital Anstalt 1,604,612 shares of unregistered common stock in lieu of cash for monthly redemptions of $440,000 principal and $24,532 accrued interest redeemed, pursuant to the terms of the 2022 Debenture at a weighted average share price of $0.29. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. MINE SAFETY DISCLOSURES Not Applicable ITEM 5. OTHER INFORMATION None 39 ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Description Form File No. Exhibit Filing Date 2.1 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. 8-K 001-37428 2.4 5/29/2020 3.1 Amended and Restated Certificate of Incorporation 8-K 001-37428 3.1 7/1/2015 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-37428 3.1 9/15/2017 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-37428 3.1 3/22/2018 3.4 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 20, 2020 8-K 001-37428 3.1 5/29/2020 3.5 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] 8-K 001-37428 3.2 5/29/2020 3.6 Certificate of Merger, filed with the Delaware Secretary of State on May 22, 2020 8-K 001-37428 3.3 5/29/2020 3.7 Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [name change] 8-K 001-37428 3.4 5/29/2020 3.8 Amended and Restated Bylaws of the Company, through August 10, 2021 10-Q 001-37428 3.1 8/13/2021 3.9 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended 8-K 001-37428 3.1 11/22/2022 4.1 Warrant, issued by the Company in favor of Alpha Capital Anstalt, dated May 22, 2020 8-K 001-37428 10.13 5/29/2020 4.2 Form of Warrant, issued by the Company in favor of GreenBlock Capital LLC and its designees, dated May 22, 2020 [post-Merger] 8-K 001-37428 10.10 5/29/2020 4.3 Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated July 10, 2020 8-K 001-37428 10.2 7/10/2020 4.4 Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated August 4, 2020 8-K 001-37428 10.3 8/4/2020 4.5 “Two-Year” Common Stock Purchase Warrant for 1,348,314 shares in favor of Alpha Capital Anstalt, dated December 18, 2020 8-K 001-37428 10.3 12/18/2020 40 4.6 “Deferred” Common Stock Purchase Warrant for 842,696 shares in favor of Alpha Capital Anstalt, dated December 18, 2020 8-K 001-37428 10.4 12/18/2020 4.7 Form of liability classified Warrant to Purchase Common Stock 10-K 001-37428 4.13 3/31/2021 4.8 Form of “service provider” compensatory equity classified Warrant 10-K 001-37428 4.14 3/31/2021 4.9 Description of Common Stock 10-K/A 001-37428 4.9 7/7/2023 4.10 Amended and Restated Common Stock Purchase Warrant to GreenBlock Capital LLC, dated April 25, 2022 10-Q 001-37428 4.15 5/13/2022 4.11 Amended and Restated Common Stock Purchase Warrant to Christopher Nelson, dated April 25, 2022 10-Q 001-37428 4.16 5/13/2022 4.12 Common Stock Purchase Warrant for 2,500,000 shares in favor of Alpha Capital Anstalt, dated December 22, 2022 8-K 001-37428 4.1 12/22/2022 4.13 Common Stock Purchase Warrant for 900,016 shares in favor of Alpha Capital Anstalt, dated February 27, 2024 8-K 001-37428 10.3 2/27/2024 10.1 Option Exercise dated April 11, 2024 by Yi Hua Chen, acknowledged by Alpha Capital Anstalt and by us 8-K 001-37428 10.1 4/16/2024 10.2 8% Convertible Debenture dated April 12, 2024, issued by us to Yi Hua Chen. 8-K 001-37428 10.2 4/16/2024 10.3 Common Stock Purchase Warrant dated April 12, 2024, issued by us to Yi Hua Chen . 8-K 001-37428 10.3 4/16/2024 10.4 Co-Development Agreement dated April 11, 2024 between Marizyme, Inc. and us. 8-K 001-37428 10.4 4/16/2024 31.1* 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 31.2* 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 32.1* 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 101.INS# Inline XBRL Instance Document. 101.SCH# Inline XBRL Taxonomy Extension Schema Document. 101.CAL# Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF# Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB# Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE# Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover page Interactive Data File (embedded within the Inline XBRL document) * Filed or furnished herewith. + Indicates management contract or compensatory plan or arrangement. # XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. 41 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. August 14, 2024 QUALIGEN THERAPEUTICS, INC. By: /s/ Michael S. Poirier Name: Michael S. Poirier Title: Chief Executive Officer 42