What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-30 compared with 2025-06-30 · 188 added, 414 removed, 26 unchanged (96% of the section changed)

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).

addition, on April 11, 2024, we entered into a Co-Development Agreement (the “Co-Development Agreement”) with Marizyme, Inc.

(“Marizyme”).

The Co-Development Agreement contemplated that we would invest an aggregate of $800,000 in Marizyme in April

2024 (the “Funding Payment”) and pay Marizyme a $200,000 Exclusivity Fee (Provided, that if the parties so agree the total

Funding Payment can be increased from time to time to up to a total of $1,500,000.) To date our Funding Payment investment has been $500,000,

and in July 2024 we have advanced an additional $1,250,000 pursuant to an 18% demand promissory note, and in August 2024 we amended the

Co-Development Agreement to increase the total Funding Payment to up to a total of $1,750,000.

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.

Exclusivity Fee entitled us to an exclusivity period until May 31, 2024 (the “Exclusivity Period”) for purposes of proposing

and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business.

The Exclusivity Period

has ended, and we do not intend to expand the Exclusivity Period.

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 currently undergoing a Phase 1a clinical trial at START Midwest in Grand Rapids, Michigan,

and HonorHealth in Scottsdale, Arizona.

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.

May 22, 2020, we completed a “reverse recapitalization” transaction with Qualigen, Inc.

(not to be confused with the Company);

pursuant to which our merger subsidiary merged with and into Qualigen, Inc.

with Qualigen, Inc.

surviving as a wholly owned subsidiary

of the Company.

The Company, which had previously been known as Ritter Pharmaceuticals, Inc., was renamed Qualigen Therapeutics, Inc.,

and the former stockholders of Qualigen, Inc.

acquired, via the recapitalization, a substantial majority of the shares of the Company.

Ritter/Qualigen Therapeutics common stock, which was previously traded on the Nasdaq Capital Market under the ticker symbol “RTTR,”

commenced trading on Nasdaq, on a post-reverse-stock-split adjusted basis, under the ticker symbol “QLGN” on May 26, 2020.

We are no longer pursuing the gastrointestinal disease treatment business on which Ritter Pharmaceuticals, Inc.

had focused before the

reverse recapitalization transaction.

July 20, 2023, we sold our Qualigen, Inc.

subsidiary, which contained our former FastPack ® diagnostics business to Chembio

Diagnostics, Inc.

(“Chembio”), an American subsidiary of French diagnostics provider Biosynex, S.A.

The aggregate net purchase

price for Qualigen, Inc.

was $5.4 million in cash, of which $450,000 was being held in escrow to satisfy certain of our indemnification

obligations until January 20, 2025.

On June 4, 2024, the $450,000 escrow account was settled early and liquidated by mutual agreement

between us and Chembio.

In exchange for the early settlement, $350,000 was paid to the Company, and $100,000 was paid to Chembio.

settlement resulted in a $100,000 loss from discontinued operations in the second quarter of 2024.

Interest in NanoSynex

own a minority interest in NanoSynex, Ltd.

(“NanoSynex”), a privately-held microbiologics diagnostic company domiciled in

NanoSynex’s technology is for Antimicrobial Susceptibility Testing that aims to enable better targeting of antibiotics

for their most suitable uses to ultimately result in faster and more efficacious treatment, hence reducing hospitals’ mortality

and morbidity rates.

On May 26, 2022, we acquired a 52.8% interest in NanoSynex from our related party Alpha Capital Anstalt (“Alpha”)

and NanoSynex, and entered into a Master Agreement for the Operational and Technological Funding of NanoSynex with NanoSynex (the “NanoSynex

Funding Agreement”).

On July 20, 2023, we entered into an Amendment and Settlement Agreement with NanoSynex (the “NanoSynex

Amendment”), pursuant to which we agreed to, in exchange for eliminating all future NanoSynex Funding Agreement obligations for

us to invest further cash in NanoSynex (except for obligations to lend NanoSynex $560,000 on or before November 30, 2023, and $670,000

on or before March 31, 2024), surrender 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 surrender

approximately $3.0 million of promissory notes which NanoSynex had issued to us under the Funding Agreement.

On November 22, 2023 we

further agreed to eliminate our obligations to lend NanoSynex $560,000 on or before November 30, 2023, and $670,000 on or before March

31, 2024, by instead surrendering shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced our ownership in NanoSynex

voting equity from approximately 49.97% to 39.90%.

to Certificate of Designation of Series A-2 Preferred Stock

December 23, 2024, we filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A-2

Preferred Stock (the “Amended and Restated Certificate of Designation”) with the Secretary of State of Delaware, following

approval by the Board of Directors of the Company (“Board”) and by the holders of at least 67% of the outstanding shares

of Series A-2 Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”).

The Amended and Restated Certificate

of Designation amends certain provisions of the Series A-2 Preferred Stock, specifically to prohibit any adjustment to the conversion

price unless approved by a majority of the shareholders entitled to vote in accordance with Nasdaq Rule 5635(d).

2024 Preferred Stock Offering

entered into a Securities Purchase Agreement (the “November Securities Purchase Agreement”) on November 18, 2024 with certain

institutional and accredited investors (the “Investors”).

Pursuant to the Securities Purchase Agreement, the Company agreed

to sell and issue shares of Qualigen’s newly designated Series A-2 Preferred Stock, par value $0.001 per share (the “Qualigen

Series A-2 Preferred Stock”), in a private placement transaction (the “November Private Placement”).

The closing of

the November Private Placement was on November 20, 2024.

We sold and issued to the Investors 5,100 shares of Qualigen Series A-2 Preferred

Stock at a purchase price of $1,000 per share, for an aggregate purchase price of $5.1 million.

share of Qualigen Series A-2 Preferred Stock was, at any time at the option of the holder, convertible into a number of shares of the

Company’s common stock equal to $1,000 shares divided by a conversion price initially equal to $3.64, subject to adjustment for

any stock splits, stock dividends and similar events and also subject to “ratchet” antidilution adjustment (subject to certain

customary exceptions), provided that any conversion of Qualigen Series A-2 Preferred Stock by a holder into shares of the Company’s

common stock would be prohibited if, as a result of such conversion, the holder, together with its affiliates and any other person or

entity whose beneficial ownership of the common stock would be aggregated with such holder’s for purposes of Section 13(d) of the

Securities Exchange Act of 1934, as amended, would beneficially own more than 4.99% of the total number of shares of the Company’s

common stock issued and outstanding after giving effect to such conversion.

Upon written notice to the Company, the holder could from

time to time increase or decrease such limitation to any other percentage not in excess of 9.99% specified in such notice.

of Qualigen Series A-2 Preferred Stock was entitled to a preference of $1,000 per share upon liquidation of the Company.

Without consent

of the holders of at least 67% of the Qualigen Series A-2 Preferred Stock, The Company could not amend its charter documents to materially

and adversely affect the rights of the Qualigen Series A-2 Preferred Stock, repurchase certain junior securities of the Company, pay

cash dividends on junior securities of us or (unless it is at arm’s-length and is approved by a majority of our disinterested directors)

enter into a material transaction with an affiliate of us.

Agreement with Chen

November 18, 2024, we entered into an Exchange Agreement (the “Exchange Agreement”) with Yi Hua Chen (“Chen”)

pursuant to which we issued 1,154 shares of our newly-designated Series A-2 Convertible Preferred Stock, par value $0.001 per share.

The shares of Series A-2 Preferred Stock was issued in exchange for the conversion of the $1,100,000 convertible notes issued on April

November 5, 2024, we implemented a 1-for-50 reverse stock split of the issued shares of its common stock (the “Reverse Stock Split”),

effective at 12:01 a.m.

Eastern time on November 5, 2024.

Our common stock began trading on a split-adjusted basis when the market opened

on Tuesday, November 5, 2024, and will continue to trade on The Nasdaq Capital Market under the symbol “QLGN.” The new CUSIP

number for the common stock is 74754R301.

Reverse Stock Split is intended to increase the bid price of the common stock to enable the Company to regain compliance with the minimum

bid price requirement for continued listing on The Nasdaq Capital Market.

The Company’s stockholders authorized the Reverse Stock

Split at the Company’s annual meeting of stockholders held on October 25, 2024, with the final ratio subsequently determined by

a result of the Reverse Stock Split, every 50 shares of the Company’s pre-split common stock issued and outstanding were automatically

reclassified into one new share of the Company’s common stock.

This reduced the number of shares outstanding from 36,837,020 shares

to 736,431 shares as of November 5, 2024.

The number of authorized shares of the Company’s common stock will remain unchanged.

Stockholders who would otherwise be entitled to receive a fractional share will receive cash (without interest or deduction) in lieu

of such fractional shares, after aggregating all the fractional interests of such holder resulting from the Reverse Stock Split.

Proportionate

adjustments will be made to the exercise prices and the number of shares underlying the Company’s equity plans and grants thereunder,

as applicable.

The Reverse Stock Split will not affect the par value of the common stock.

All share numbers and exercise prices in this document have been adjusted

for the Reverse Stock Split.

Holdings, Inc.

AIXC) (“AIxC,” “we,” “us,” or the “Company”) is a technology

infrastructure company focused on the convergence of artificial intelligence and blockchain-based programmable systems.

The Company develops

software platforms and programmable infrastructure designed to facilitate the tokenization of real-world assets (“RWA”) and

the deployment of Embodied Artificial Intelligence (“EAI”) in commercial environments.

Our mission is to serve as the regulated,

programmable infrastructure layer connecting traditional capital markets with on-chain systems and AI-enabled commercial systems.

believe that two structural shifts are reshaping global capital markets and physical infrastructure simultaneously:

the migration of

asset ownership and transaction finalization to distributed ledger technology, and the proliferation of AI-enabled physical systems such

as autonomous vehicles, robotics, and connected systems that generate, consume, and require programmable infrastructure.

AIxC is purpose-built

to sit at the intersection of these trends.

In September 2025, the Company

closed a $41 million PIPE financing and subsequently , in November 2025, rebranded from Qualigen Therapeutics to AIxCrypto Holdings, Inc.

Following the transaction, the Company operated across three business lines under its “Three Driving Forces”

the BesTrade DeAI Agent platform, the C10 digital asset treasury and portfolio management tools, and the RWA Embodied AI (EAI)

In February 2026, the Company’s board determined

to concentrate on the RWA + Embodied AI (EAI) ecosystem.

In connection with that decision, the Company has determined to discontinue development

of the BesTrade platform and the C10 portfolio management tools.

These products were developed as early-stage proofs of concept and did

not meet the scale, regulatory profile, or margin characteristics consistent with the Company’s revised focus on enterprise and institutional

infrastructure.

The Company does not anticipate material impairment charges in connection with this discontinuation beyond what has been

previously disclosed.

Separately, the Company continues

to evaluate strategic options for its therapeutics programs, previously conducted under the Qualigen brand.

These options may include

proceeding with the existing QN-302 trial, licensing the asset, or an outright sale.

The effect of these actions is a Company that operates with a

focused capital structure, reduced operational complexity, and a business model that institutional investors can evaluate against a defined

set of infrastructure and programmable technology benchmarks.

The Dual-Pillar Strategy

operations are organized around two integrated business pillars, which we refer to collectively as our Dual Flywheel strategy.

pillars are designed to be mutually reinforcing:

revenue and data generated through RWA tokenization activities support the development

and refinement of EAI infrastructure, and EAI deployment generates on-chain transaction volume and ecosystem participation that drives

RWA structuring demand.

Asset Tokenization

develops and operates software infrastructure for the digitization of traditional assets onto distributed ledger networks.

Our tokenization

framework is designed to preserve regulatory compliance at each stage of the asset lifecycle by encoding compliance logic, transfer restrictions,

and ownership records directly into smart contracts.

This approach is intended to give institutional counterparties the auditability

and mathematical certainty that trust-based legacy systems cannot provide at scale.

initial commercial application involves a $10 million strategic equity investment in common stock of Faraday Future Intelligent Electric

FFAI), which is currently anticipated to close before March 31, 2026.

Pursuant to an Entrusted Investment Agreement, the shares are currently held by an independent third party.

The Company intends to develop

a tokenization framework for these holdings as a reference implementation for investors seeking access to on-chain liquidity for traditional

equity positions.

The tokenization of this investment has not yet been completed and is subject to the development of applicable technical

and regulatory infrastructure.

The Company intends to generate revenue from this pillar through structuring fees, platform licensing

to enterprises utilizing our tokenization infrastructure, and management fees associated with on-chain asset administration.

AI Infrastructure

Company’s EAI pillar is focused on building the execution and monetization layer for AI-enabled physical systems.

As autonomous

mobility, robotics, and connected equipment generate increasing volumes of operational data, we believe there is a significant unaddressed

need for programmable infrastructure that can govern the economic relationships between AI agents, human principals, and the capital

that funds their deployment.

is developing the AIxC Hub, a decentralized application ecosystem designed to facilitate the registration, validation, and deployment

of AI models, with transaction finalization and incentive structures encoded on-chain.

The Company’s early-stage commercial collaboration

with FFAI Robotics Inc., a subsidiary of Faraday Future Intelligent Electric Inc.

FFAI), is expected to provide an initial deployment

environment for this infrastructure, with FFAI Robotics’ EAI-enabled vehicle and robotics programs serving as a primary source

of real-world operational data.

No definitive commercial agreements governing this collaboration have been executed, and there can be

no assurance that any such agreements will be reached.

Company expects to generate revenue through three primary channels as its platforms achieve commercial scale.

Platform licensing fees

will be charged to enterprise customers utilizing AIxC’s EAI infrastructure and tokenization stack.

Structuring and transaction

fees will be earned in connection with the management and administration of tokenized assets.

Ecosystem participation revenue will be

derived from the growth and utilization of the AIxC Hub, including validator economics, model deployment fees, and protocol-level participation

Company’s EAI and RWA platforms are in the early stages of commercialization and have not generated material revenue to date.

should review the risk factors and forward-looking statement disclosures in this filing carefully before making an investment decision.

Position and Regulatory Framework

competes with a range of participants across the tokenization and AI infrastructure competitive environment, including both established

technology companies and early-stage blockchain-native platforms.

We believe our differentiation lies in our focus on institutional compliance

infrastructure, our existing regulatory posture as a Nasdaq-listed public company, and our early commercial relationship with an EAI-focused

hardware partner that provides real-world data and deployment context for our AI infrastructure.

Company’s operations are subject to evolving regulatory frameworks governing digital assets, blockchain-based securities, and AI

systems in the United States and other jurisdictions.

We maintain an active regulatory compliance program and are engaged with applicable

regulatory bodies as the legal landscape for these technologies continues to develop.

Market Opportunity

The macro backdrop supports

our strategy.

Blockchain adoption is accelerating across industries from roughly $41 billion in 2025 to approximately $1.9 trillion by

2034, representing more than a 50% compound annual growth rate.

Institutional interest continues to grow, with surveys showing over 70%

of organizations adopting or planning to adopt blockchain for supply chain, payments, and data systems.

The on-chain RWA market has grown

to more than $20 billion in 2025, a more than 300% increase over three years, with some forecasts projecting tokenized assets reaching

many trillions within a decade.

The global AI Agent market is approximately $7 billion today and is projected to exceed $47 billion by

2030, representing a compound annual growth rate of nearly 45%.

These two markets are each growing at exceptional rates, and the intersection

between them has virtually no competition.

Human Capital Management

As of December 31, 2025, we had

10 employees.

in addition, we engaged certain consultants and advisors, including a Chief Advisor role and

executive advisors, who provide strategic guidance to the company.

The company also benefits from a Transition Service Agreement (TSA)

between Faraday Future (“FF”) and AIXC, under which FF provides certain operational support, expertise, and resources to assist

the company in advancing its strategic and business objectives.

February 12, 2026, we announced a strategic partnership with BitMart to launch a co-branded virtual prepaid card.

will enhance real-world payment flexibility for digital asset users.

February 2, 2026, AIxC Hub surpassed 1 million registered wallets and launched Tenk, a new AI-;powered interactive game further enhancing

user retention.

AIxC official X account ranked seven among top regional discussion leaderboards.

January 15, 2026, AIxC announced that AIxC Hub exceeded 500,000 registered wallets and 200,000 daily active participants in the first

week following the launch.

The AIxC Hub is data engine that captures human decision-making patterns to train embodied AI models.

It is based on zero capital participation model, minimizing financial barriers with forecasting capabilities for the C10 Index, and provides

Points systems for community participants.

November 20, 2025, the company was renamed from Qualigen and rebranded as AixCrypto Holdings, Inc.

The Company will take

blockchain as foundational technology and artificial intelligence as a major driver of creating a global ecosystem connecting Web2 and

September 2025 PIPE Financing

In September 2025, the Company

consummated a subscription agreement (the “Subscription Agreement”) with certain investors, including Faraday Future Intelligent

Electric Inc.

FFAI) (the “Lead Investor”), pursuant to which the investors purchased $40.7 million (the “Offering”)

of the Company’s common stock and shares of a newly created Series B Convertible Preferred Stock, par value $0.001 per share (the “Series

B Preferred Stock”).

Up to $6.8 million of the net proceeds from the Offering were used to pay existing debt and fund existing business

The remainder of the proceeds, including contributed cryptocurrency, was allocated to the establishment of the Company’s digital

asset treasury operations and related Web3 and AI infrastructure initiatives.

Further, in connection with the closing of the Subscription

Agreement, 1,087,266 warrants were issued to the placement agent, (the “Placement Agent Warrants”).

The Placement Agent Warrants

were immediately exercisable and have an initial exercise price of $2.47 per share.

At December 31, 2025, 1,087,266 Placement Agent Warrants

remain outstanding.

In connection with the closing

of the Offering, the Company rebranded from Qualigen Therapeutics, Inc.

to AIxCrypto Holdings, Inc.

and began trading on Nasdaq under

the ticker symbol AIXC in November 2025.

Following the rebrand, the Company operated across three business lines:

the BesTrade DeAI Agent

trading platform, the C10 digital asset treasury and portfolio management tools, and its Real World Asset and Embodied AI (EAI) ecosystem.

Subsequent to the closing

of the Offering, the Company undertook a further strategic realignment, as described above under “Strategic Realignment.”

July 2025 Financing

In July 2025, the Company closed a private placement transaction to raise

additional funding through the sale of 4,500 shares of Series A-3 Preferred Stock at a purchase price of $1,000 per share, for a net total

of $4.2 million.

Agency LLC Consulting Agreement

10 unchanged sentences

dated October 9, 2024, between the Company and IR Agency, LLC (“IR Agency”), a provider of investor relations services, became

Pursuant to the terms of the agreement, $800,000 of the proceeds has been paid to IR Agency for services to be rendered up until the third quarter of 2025.

2024 Public Offering

September 5, 2024, we entered into a placement agency agreement (the “September Placement Agent Agreement”) with

Univest Securities, LLC (“Univest”), to sell the September Shares (as defined below) to certain institutional investors that

were included in a public offering (the “September Offering”) of 294,481 shares of common stock (each a “September Share,” and collectively, the “September Shares”) at public offering price

of $6.50 per September Share and pre-funded warrants to purchase up to 239,455 shares at a price of $6.45 per share with an exercise

price of $0.05 per share (the “September Pre-Funded Warrants”).

The September Pre-Funded Warrants are exercisable upon issuance

and will remain exercisable until all the September Pre-Funded Warrants are exercised in full.

closing of the September Offering occurred on September 6, 2024, and the Company received aggregate gross proceeds of $3.47 million,

before payment of placement agent fees and expenses and other transaction costs.

At the closing of the September Offering, the Company

also issued to Univest, the exclusive placement agent in the September Offering, a warrant to purchase 16,018 Shares (the “September

Placement Agent Warrant”), pursuant to the September Placement Agent Agreement.

The September Placement Agent Warrant has a term

of five years commencing from the date of sales in the September Offering, is exercisable after 180 days after issuance, and has an exercise

price of $7.80 per share of common stock.

We paid Univest a cash fee equal to 3% of the gross proceeds received in the September

Offering and certain other amounts for reimbursement of expenses incurred by Univest in connection with the September Offering.

2024 Private Placement

February 26, 2024, we entered into a Securities Purchase Agreement (the “February Purchase Agreement”) with Alpha.

transactions contemplated by the February Purchase Agreement closed on February 27, 2024, at which time we delivered to Alpha a new

debenture and warrant, as described in this paragraph, and Alpha paid us a cash purchase price of $500,000 (less expenses).

to the February Purchase Agreement, we issued to Alpha an 8% Convertible Debenture (the “2024 Debenture”) in the

principal amount of $550,000.

The 2024 Debenture has a maturity date of December 31, 2024 and was convertible from time to time, at

Alpha’s option, into shares of common stock, at $6.50 per share, subject to adjustment as described in the 2024 Debenture.

2024 Debenture accrues interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity.

the terms of the February Purchase Agreement, we also issued to Alpha a 5-year common stock purchase warrant to purchase 18,001

shares of common stock at $13.00 per share.

We also granted to Alpha an option (the “Option”) that was 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 36,001 additional

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

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

Alpha assigned the Option to Chen in April 2024.

exclusively in-licensed the global rights to the G-Quadruplex (“G4”) selective transcription inhibitor platform from University

College London (“UCL”) in January 2022.

The licensed technology comprises lead compound QN-302 (formerly known as SOP1812)

and back-up compounds that target regulatory regions of cancer genes that down-regulate gene expression in multiple cancer pathways.

Developed by Dr.

Stephen Neidle and his group at UCL, the G4 binding concept is derived from nucleic acid research conducted over more

than over 30 years, including research on G4s, which are higher order DNA and RNA structures formed by sequences containing guanine-rich

G4s are overrepresented in telomeres (a region of repetitive DNA sequences at the end of a chromosome) as well as promoter sequences

and untranslated regions of many oncogenes.

Their prevalence is therefore significantly greater in cancer cells compared to normal human

small molecules such as QN-302 and backup compounds target the regulatory regions of cancer genes, which have a high prevalence of enriched

Stable G4-QN-302 complexes can be impediments to replication, transcription or translation of those cancer genes containing G4s,

and the drugs’ binding to G4s are believed to stabilize the G4s against possible “unwinding.” G4 binders like QN-302

could be efficacious in a variety of cancer types with a high prevalence of G4s.

believe that QN-302 has the potential to demonstrate superior efficacy and activity against pancreatic ductal adenocarcinoma (“PDAC”),

which represents 98% of pancreatic cancers.

Pancreatic cancer is the tenth most common cancer in men and the seventh most common in women,

but it is the fourth leading cause of cancer deaths in men and the third leading cause in women;

it accounts for about 3% of all cancers

in the United States but is responsible for about 8% of all cancer-related deaths.

It has one of the lowest rates of survival of all

cancer types.

and in-vivo studies have shown that G4 stabilization by QN-302 resulted in inhibition of target gene expression and cessation

of cell growth in various cancers, including PDAC.

In in-vitro studies, QN-302 was potent in inhibiting the growth of several

PDAC cell lines at low nanomolar concentrations.

Similarly, in in-vivo studies, QN-302 showed a longer survival duration in a

KPC genetic mouse model for pancreatic cancer than gemcitabine (the current standard of care for PDAC) has historically shown.

preclinical in-vivo studies suggest activity in gemcitabine-resistant PDAC.

Data further demonstrated that QN-302 had significant

anti-tumor activity in three patient-derived PDAC xenograft models.

Early safety indicators in pancreatic cancer mouse in-vivo

models suggest no significant adverse toxic effects at proposed therapeutic doses.

January 9, 2023, the U.S.

Food and Drug Administration (“FDA”) granted Orphan Drug Designation (“ODD”) to QN-302

for the indication of pancreatic cancer.

ODD provides advantages to pharmaceutical companies that are developing investigational drugs

or biological products that show promise in treating rare diseases or conditions that affect fewer than 200,000 people in the United

States, including seven-year marketing exclusivity and eligibility to receive regulatory support and guidance from the FDA in the design

of an overall drug development plan.

are also economic advantages to receiving ODD, including a 25% federal tax credit for expenses incurred in conducting clinical research

on the orphan designated product within the United States.

Tax credits may be applied to the prior year or applied to up to 20 years

of future taxes.

ODD recipients may also have their Prescription Drug User Fee Act (PDUFA) application fees waived, a potential savings

of around $3.2 million (as of fiscal year 2023) for applications requiring covered clinical data, and may qualify to compete for research

grants from the Office of Orphan Products Development that support clinical studies.

August 1, 2023 we announced that the FDA had cleared our investigational new drug (“IND”) application for QN-302, and on

November 1, 2023 the first patient in our Phase 1a clinical trial for QN-302 was dosed at START Midwest in Grand Rapids, Michigan.

will require additional cash resources to be able to continue and complete this Phase 1a clinical trial.

(formerly referred to as RAS or RAS-F)

July 2020 we entered into an exclusive worldwide in-license agreement with the University of Louisville Research Foundation, Inc.

for the intellectual property covering the “RAS” family of pan-RAS inhibitor small molecule drug candidates, which are believed

to work by blocking RAS mutations directly, thereby inhibiting tumor formation (especially in pancreatic, colorectal and lung cancers).

Pursuant to the license agreement, we will seek to identify and develop a lead drug candidate from the compound family and, upon commercialization,

will pay UofL royalties in the low-to-mid-single-digit percentages on net sales of Pan-RAS inhibitor licensed products.

The license agreement

with UofL for Pan-RAS was amended in March 2021 and June 2023.

is the most common oncogene in human cancer.

Activating mutations in one of the three human RAS gene isoforms (KRAS, HRAS or NRAS) are

present in about one-fourth to one-third of all cancers.

For example, mutant KRAS is found in 98% of pancreatic ductal adenocarcinomas,

52% of colon cancers, and 32% of lung adenocarcinomas.

For these three cancer types, cancers with mutant KRAS are diagnosed in more than

170,000 people each year in the United States and cause more than 120,000 deaths.

Drugs that target signaling downstream of RAS are available;

however, such drugs have shown disappointing clinical durability because RAS is a “hub” that activates multiple effectors,

so drugs that block a single pathway downstream may not account for the many other activated pathways.

also had a sponsored research agreement with UofL for Pan-RAS research;

that agreement expired in December 2023.

February 15, 2024, we entered into a License and Sublicense Agreement with Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS

Holdings”), which contemplated an exclusive out-license of our Pan-RAS drug development program, including our rights under the

UofL license agreement, Pan-RAS Holdings.

Although the License and Sublicense Agreement called for a closing by March 16, 2024, the License

and Sublicense Agreement was in essence structured as a 30-day option in favor of Pan-RAS Holdings.

At the contemplated closing, Pan-RAS

Holdings would have paid us an upfront fee of $1,000,000 in cash.

In addition, Pan-RAS Holdings would have become responsible to pay

on our behalf our in-license royalty obligations to UofL, as and when required.

Finally, if the contemplated closing had occurred, Pan-RAS

Holdings would have been required to pay to us for our own account, on a semiannual basis, royalties equal to 1.0% of net sales of any

RAS products.

We would have owed certain amounts to UofL under our in-license agreement from them, if, as and when we received any Non-Royalty

Sublicensing Income from Pan-RAS Holdings.

Holdings did not effectuate the closing by March 16, 2024, and we and they voluntarily terminated the License and Sublicense Agreement

effective as of March 16, 2024.

have discontinued all of our efforts as to the following programs, and we do not plan to resume them:

QN-247 (formerly referred

to as ALAN or AS1411-GNP) – an oligonucleotide aptamer-based, nucleolin-inhibiting anticancer drug candidate, consisting

of QN-165 conjugated with gold nanoparticles.

QN-165 (formerly referred to as AS1411)

– an oligonucleotide aptamer-based drug candidate for the potential broad-spectrum treatment of infectious diseases such as

Selective Target Antigen Removal System (STARS)

– a therapeutic blood-filtering device product concept, which would be designed to remove circulating tumor cells,

viruses, inflammation factors and immune checkpoints.

and Development

research and development of our drug candidates, we have historically leveraged the scientific and technical resources and laboratory

facilities of UofL and UCL, through technology licensing, sponsored research, and other consulting agreements.

We have engaged contract

research organizations (“CROs”) and clinical sites for the Phase 1a clinical trial of QN-302.

We intend to focus our internal

research and development on oversight of these CROs.

Pursuant to the terms of the agreement, $800,000 of the proceeds has been paid to IR Agency.

Research and Development

For research and development

of our drug candidates, we have historically leveraged the scientific and technical resources and laboratory facilities of UofL and UCL,

through technology licensing, sponsored research, and other consulting agreements.

We have engaged contract research organizations (“CROs”)

and clinical sites for the Phase 1a clinical trial of QN-302.

We intend to focus our internal research and development on oversight of

We currently have no internal research and development facilities.

have obtained FDA clearance/approval for our QN-302 Phase 1a clinical trial.

We have not obtained FDA or other regulatory approval for

any other drug candidate.

States—FDA Drug Approval Process

research, development, testing, and manufacture of product candidates are extensively regulated by governmental authorities in the United

States and other countries.

In the United States, the FDA regulates drugs under the Food, Drug and Cosmetics Act and its implementing

steps required to be completed before a drug may be marketed in the United States include, among others:

preclinical laboratory tests, animal

studies, and formulation studies, all performed in accordance with the FDA’s Good Laboratory Practice (“GLP”) regulations;

submission to the FDA of an IND application for human

clinical testing, which must become effective before human clinical trials may begin and for which progress reports must be submitted

annually to the FDA;

an independent institutional review board (“IRB”) or Ethics Committee (“EC”) at each clinical trial site

before each trial may be initiated;

adequate and well-controlled

human clinical trials, conducted in accordance with applicable IND regulations, Good Clinical Practices (“GCP”), and

other clinical trial related regulations, to establish the safety and efficacy of the drug for each proposed indication to the FDA’s

satisfaction;

submission to the FDA of

a New Drug Application (“NDA”) and payment of user fees for FDA review of the NDA (unless a fee waiver applies);

satisfactory completion

of an FDA pre-approval inspection of one or more clinical trial site(s) at which the drug was studied in a clinical trial(s) and/or

of us as a clinical trial sponsor to assess compliance with GCP regulations;

satisfactory completion

of an FDA pre-approval inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance

with current GMPs regulations;

agreement with the FDA

on the final labeling for the product and the design and implementation of any required Risk Evaluation and Mitigation Strategy;

FDA review and approval

of the NDA, including satisfactory completion of an FDA advisory committee review, if applicable, based on a determination that the

drug is safe and effective for the proposed indication(s).

tests include laboratory evaluation of product chemistry, toxicity, and formulation, as well as animal studies.

The conduct of the preclinical

tests and formulation of the compounds for testing must comply with federal regulations and requirements, including GLP regulations.

The results of the preclinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of

an IND application, which must become effective before human clinical trials may begin.

We cannot be certain that submission of an IND

application will result in the FDA allowing clinical trials to begin.

trials necessary for product approval are typically conducted in three sequential phases, but the phases may overlap or be combined.

The study protocol and informed consent information for study subjects in clinical trials must also be approved by an IRB for each institution

where the trials will be conducted, and each IRB must monitor the study until completion.

Study subjects must provide informed consent

and sign an informed consent form before participating in a clinical trial.

Clinical testing also must satisfy the extensive GCP regulations

for, among other things, informed consent and privacy of individually identifiable information.

Phase 1—Phase

1 clinical trials involve initial introduction of the study drug in a limited population of healthy human volunteers or patients

with the target disease or condition.

These studies are typically designed to test the safety, dosage tolerance, absorption, metabolism

and distribution of the study drug in humans, evaluate the side effects associated with increasing doses, and, if possible, to gain

early evidence of effectiveness.

Phase 2—Phase 2 clinical

trials typically involve administration of the study drug to a limited patient population with a specified disease or condition to

evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks.

Multiple Phase 2 clinical trials may be conducted to obtain information before beginning larger and more expensive Phase 3 clinical

Phase 3—Phase 3 clinical

trials typically involve administration of the study drug to an expanded patient population to further evaluate dosage, to provide

substantial evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical

These clinical trials are intended to establish the overall risk/benefit ratio of the study drug and to provide an adequate

basis for product approval.

Generally, adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval

FDA has various programs, including fast track designation, breakthrough therapy designation, priority review and accelerated approval,

which are intended to expedite or simplify the process for the development, and the FDA’s review of drugs ( e.g., approving

an NDA on the basis of surrogate endpoints subject to post-approval trials).

Generally, drugs that may be eligible for one or more of

these programs are those intended to treat serious or life-threatening diseases or conditions, those with the potential to address unmet

medical needs for those disease or conditions, and/or those that provide a meaningful benefit over existing treatments.

a sponsor may be granted FDA designation of a drug candidate as a “breakthrough therapy” if the drug candidate is intended,

alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition and preliminary clinical

evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant

endpoints, such as substantial treatment effects observed early in clinical development.

If a drug is designated as breakthrough therapy,

the FDA will take actions to help expedite the development and review of such drug.

Moreover, if a sponsor submits an NDA for a product

intended to treat certain rare pediatric or tropical diseases or for use as a medical countermeasure for a material threat, and that

meets other eligibility criteria, upon approval such sponsor may be granted a priority review voucher that can be used for a subsequent

From time to time, we anticipate applying for such programs where we believe we meet the applicable FDA criteria.

A company cannot

be sure that any of its drugs will qualify for any of these programs, or even if a drug does qualify, that the review time will be reduced.

results of the preclinical studies and of the clinical studies, together with other detailed information, including information on the

manufacture and composition of the drug, are submitted to the FDA in the form of an NDA requesting approval to market the product for

one or more proposed indications.

The testing and approval process requires substantial time, effort and financial resources.

the applicant qualifies for an exemption, the filing of an NDA typically must be accompanied by a substantial “user fee”

payment to the FDA.

To support marketing approval, the data submitted must be sufficient in quality and quantity to establish the safety

and efficacy of the product in the proposed patient population to the satisfaction of the FDA.

After an NDA is accepted for filing, the

FDA substantively reviews the application and may deem it to be inadequate, and companies cannot be sure that any approval will be granted

on a timely basis, if at all.

The FDA may also refer the application to an appropriate advisory committee, typically a panel of clinicians,

for review, evaluation and a recommendation as to whether the application should be approved, but is not bound by the recommendations

of the advisory committee.

approving an NDA, the FDA usually will inspect the facility or the facilities at which the drug is manufactured and determine whether

the manufacturing and production and testing facilities are in compliance with cGMP regulations.

Once issued, the FDA may withdraw product

approval if, among other things, ongoing regulatory requirements are not met, certain defects exist in the NDA, or safety or efficacy

problems occur after the product reaches the market.

regarding our (in-licensed) issued patents and pending patent applications, as of December 31, 2024, is as follows (excluding patents

and pending patent applications which pertain to programs which we have discontinued).

As of that date we did not have any directly-owned

issued patents and pending patent applications.

University College London (UCL)

U.S., Europe, Australia, Canada, China, Hong Kong,

India, Japan, Korea, Russia

University of Louisville

U.S., Europe, Australia, Canada, China, Hong Kong,

India, Israel, Japan, Korea, Mexico, Russia, South Africa

* Anticipated

Capital Management

of June 24, 2025, we had no employees.

We significantly reduced the amount of research and development

performed in the year ended December 31, 2025 due to a lack of funding.

Regulatory Matters

While in prior years we

have considered the regulatory requirements of the FDA regarding drug trials, there were no trials performed in the year ended December

31, 2025, and therefore no approvals from regulatory agencies were required.

Intellectual Property

Qualigen manages and licensed the patents titled

“Substitued Naphthalene Dimides and Their Use” .

The patent is for the drug QN-302 and covers the product and their methods

of manufacturing.

In total 20 countries in Europe have patent coverage, as well as India, China, and Russia.

The expiration of these patents

extends into 2040.

The company will maintain these patents in these geographies as well as look to expand global coverage.

Concern Qualification

working capital deficiency, stockholders’ equity deficit, and recurring losses from operations raise substantial doubt about our

ability to continue as a going concern.

As a result, our independent registered public accounting firm included an explanatory paragraph

in its report on our financial statements for the year ended December 31, 2024 with respect to this uncertainty.

Our ability to continue

as a going concern will require us to obtain additional funding.

Pharmaceuticals, Inc.

(our 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.

22, 2020, upon completing the “reverse recapitalization” transaction with Qualigen, Inc., Ritter Pharmaceuticals, Inc.

renamed Qualigen Therapeutics, Inc.

and Qualigen, Inc.

became a wholly-owned subsidiary of the Company.

On July 20, 2023 we sold Qualigen,

to Chembio Diagnostics, Inc., an American subsidiary of French diagnostics provider Biosynex S.A.

principal executive offices are located at 5857 Owens Avenue, Suite 300, Carlsbad, CA 92008.

Our telephone number is (760) 452-8111.

Our corporate website address is www.qlgntx.com .

working capital deficiency, stockholders’ equity, and recurring losses from operations raise substantial doubt about our ability

to continue as a going concern.

As a result, our independent registered public accounting firm included an explanatory paragraph in its

report on our financial statements for the year ended December 31, 2025 with respect to this uncertainty.

Our ability to continue as

a going concern will require us to obtain additional funding.

principal executive offices are located at 5857 Owens Avenue Suite 300, Carlsbad CA 92008 Our telephone number is (760) 452-8111.

Our corporate website address is www.aixcrypto.ai .

Our website and the information contained on, or that can be accessed through,

7 unchanged sentences

The SEC maintains a website at www.sec.gov that contains reports, proxy statements

and other information regarding SEC registrants, including Qualigen.

and other information regarding SEC registrants, including AIxCrypto Holdings, Inc.

are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

2 unchanged sentences

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

What changed 10-K

Item 1. Business