What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-06-30 · 119 added, 928 removed, 104 unchanged (91% of the section changed)

34 unchanged sentences

Weakness in Internal Control over Financial Reporting

During the year ended December 31, 2024 audit, we identified the lack of sufficient number of personnel within the

accounting function to adequately segregate duties, the Company did not have a designed and implemented effective Information Technology

General Controls (“ITGC”) related to access controls to financial accounting system, and the Company did not have formalized

documentation of its processes and controls that could be evaluated for proper design and implementation.

the year ended December 31, 2025 audit, we identified the lack of sufficient number of personnel within the accounting function to adequately

segregate duties, the Company did not have a designed and implemented effective Information Technology General Controls (“ITGC”)

related to access controls to financial accounting system, and the Company did not have formalized documentation of its processes and

controls that could be evaluated for proper design and implementation.

lack the resources to employ additional personnel to help mitigate these material weaknesses and we foresee that these material weaknesses

5 unchanged sentences

in Internal Control over Financial Reporting

than with respect to the remediation efforts discussed above, there was no change in our internal control over financial

reporting that occurred during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

the fourth quarter of 2025, management designed and implemented enhanced cash management and funds transfer controls, including defined

authorization thresholds and segregation of duties between initiation and approval of disbursements.

These controls were implemented

to remediate previously identified deficiencies.

Management believes these controls were operating effectively as of December 31, 2025.

While formal written policy documentation is being finalized, management concluded that the material weakness relating to lack of documented

cash handling procedures has been remediated as of year end.

OTHER INFORMATION

the year ended December 31, 2024, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

the year ended December 31, 2025, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

forth below is a list of the names, ages and positions of our executive officers and directors as of June 30, 2025:

Richardson II (1)

Chief Executive Officer and Chief Financial Officer and Director

Price (5) *#†

Bensler (6) *

Audit Committee Member

Compensation Committee Member

Nominating and Corporate Governance Member

September 23, 2024, Mr.

Michael Poirier resigned from his position as Chief Executive Officer

and Chairman of the Board and Mr.

Christopher Lotz resigned from his position as Chief Financial

Officer of the Company.

On September 25, 2024, the Board appointed Kevin Richardson II as

the Interim Chief Executive Officer and Interim Chief Financial Officer.

The resignations

Poirier and Mr.

Lotz were attributed to disagreements with the Company regarding its

future direction and strategic initiatives.

February 25, 2024, Dr.

Tariq Arshad resigned from his position as the Senior Vice President/Chief

Medical Officer of the Company.

On July 5, 2024, Dr.

Richard David resigned from his position

as a member of the Board.

On July 5, 2024, the Board appointed Campbell Becher as a member

of the Board and on September 25, 2024, the Board appointed Campbell Becher as President

of the Company.

October 3, 2024, Mr.

Matt Korenberg resigned from his position as an independent member and

Chairman of the Audit Committee of the Board.

On October 8, 2024, the Board appointed Mr.

Braeden Lichti as an independent member of the Board.

July 5, 2024, Mr.

Sidney Emery resigned from his position as a member of the Board and the

Board appointed Mr.

Robert Lim as a member of the Board.

On June 20, 2025, the Board appointed Mr.

Robert Lim as the chairman of the audit committee.

July 5, 2024, Mr.

Kurt Kruger and Mr.

Ira Ritter resigned from their position as a member

of the Board and the Board appointed Cody Price as a member of the Board.

November 13, 2024, the Board appointed Mr.

Graydon Bensler as an independent member of the Board.

brief description of the background and business experience of our executive officers and directors for the past five years is as follows:

Richardson II .

Richardson joined Sanuwave as chairman of the board of directors in August 2005 until August 2022.

Richardson served as CEO from October 2013 through May 2023, and Chief Strategic officer May 2023- May 2024.

He currently serves as

an advisor for ProDev Labs.

In 2003, he founded Prides Capital LLC and Prides Capital Partners LLC, where he is managing director of

the $700 million assets under management investment firm.

From 1999 to 2003, Mr.

Richardson was a partner at Blum Capital Partners,

a $2.5 billion investment firm, where he was the lead public partner on 18 investments.

Prior to Blum Capital, he worked with Tudor

Investment Corporation and Fidelity Management and Research, where he managed funds in aerospace and defense and performed research

in a variety of technical, financial, healthcare, and IT industries.

Richardson is also on the boards of publicly traded

multichannel distributor As Seen On TV, Inc.

and E-Diets, and travel technology company, Pegasus Solutions.

Previously, he served on

the boards of Healthtronics and QC Holdings.

Richardson received an undergraduate degree from Babson College and an MBA from

Kenan-Flagler Business School at the University of North Carolina.

Richardson’s extensive experience in leading strategic

and turnaround efforts in various small cap companies contributed to our board of directors’ conclusion that he should serve

as a director of our company.

Becher is the Chief Executive Officer of IberAmerican Lithium, and has held that position since September 2023.

has also been president or Orchid Capital Partners Corp.

since 2014, and has over 20 years of experience in investment banking, including

the founding of Byron Capital Markets, an investment bank focused on the electric metals sector.

Becher served as Byron’s CEO

from 2008 to 2014 and led its sponsorship of the Electric Metals Conference for several years as well as sponsoring the Industrial Minerals

World Lithium Conference.

Becher currently serves as a board member at Royal Helium Ltd.

and Strategic Minerals Europe Corp.

previously served as a Managing Director at Haywood Securities Inc.

Becher’s extensive investment banking background and executive

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

Braeden Lichti is the founder and Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation he

established in 2016, and NorthStrive Companies, Inc., a U.S.

based investment and advisory services company he founded in 2021.

also serves as Chairman of PMGC Holdings Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset

optimization to drive long-term growth and Hydromer, Inc., a global leader in surface modification and coating solutions, focusing on

hydrophilic, thromboresistant and antimicrobial coatings for medical devices and various industrial applications.

Established in 1980

and headquartered in Concord, North Carolina, Hydromer offers a wide range of services, including polymer research and development, contract

coating and specialized analytical testing.

Lichti co-founded PMGC Holdings Inc.

in 2020 and has served as its advisor and has been

a principal stockholder since its formation.

He has remained the largest stockholder through companies he controls and recently assumed

the role of Chairman in 2024.

We believe that Mr.

Lichti’s extensive experience as a director and advisor to multiple publicly

traded companies and his significant executive experience and his having served as Chairman for similarly situated companies makes him

a qualified director for our Company.

Lim is a business forward lawyer based in Vancouver, British Columbia who primarily practices in corporate commercial

law and litigation.

Lim co-founded De Novo Law Corporation in March 2023 after winding down his solo practice with Robert Bradley

Lim Law Corporation in February 2023.

Before being called to the bar as a lawyer, Mr.

Lim worked at the University of British Columbia’s

Sauder School of Business as a graduate academic assistant, and Winright Law Corporation, first as a legal assistant in 2020 and then

later as an articling student/lawyer in 2021.

Prior to his legal career, Mr.

Lim came from a marketing background, working as a marketing

coordinator for NEXT Environmental in 2018, and operated his own digital marketing agency where he provided digital advertising and marketing

services to clients throughout British Columbia from 2017 – 2019.

Lim has also served on the board of directors of Aerwins

Technologies Inc.

(AWIN) as an independent director from July 2023 – July 2024.

Lim’s expertise in corporate law contributed

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

Price is the President and Chief Executive Officer of True North Alliance, and has held that position since 2017.

Price is an esteemed Compliance Management Professional, recognized for his comprehensive expertise in regulatory compliance, internal

auditing, and risk management.

Currently serving as a Contract Compliance Manager in Sacramento, California, Mr.

Price demonstrates exceptional

proficiency in managing compliance operations across multiple entities.

In his present capacity, he oversees compliance functions for

a wide array of distributors, processors, cultivators, and manufacturers, ensuring strict adherence to county and state licensing requirements,

auditing protocols, and regulatory affairs.

His responsibilities span nine companies, underscoring his adeptness in handling intricate

compliance challenges within highly regulated sectors.

With 19 years of extensive experience, he consistently ensures that businesses

maintain full compliance and operational efficiency, fostering their growth and success.

Price’s meticulous attention to detail,

deep regulatory knowledge, and exemplary leadership skills contributed to our board of directors’ conclusion that he should serve

as a director of our company.

Bensler is currently serving as the Chief Executive Officer, Chief Financial Officer and a director of PMGC Holdings

Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset optimization to drive long-term growth

since 2020 and 2024, respectively.

Bensler is a financial professional and analyst with over seven years of experience in financial

consulting and management for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA) In 2017,

Bensler Co-founded an Ed Tech curriculum management and scheduling company that was implanted in academic schools in Canada and the

United States.

From 2017 to 2019, Mr.

Bensler was an account manager at a leading Canadian investor relations firm where he represented

publicly traded companies across a wide range of sectors where he worked directly with investment banks, investment brokers and company

executives and directors.

During his tenure, Mr.

Bensler created and conveyed messaging about his clients’ strategic position in

the market and successfully guided several companies through multiple financings.

From 2019 to 2021, Mr.

Bensler was a Senior Associate

at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions for Canadian

and United States companies.

In this capacity, Mr.

Bensler gained strong knowledge of the capital markets, public company compliance

requirements, and regularly interfaced with regulators, auditors, board and executive management.

Bensler was also a director of

publicly traded Health Logic Interactive Inc.

CHIP) from 2020 to 2024.

Bensler received his Bachelor of Management and Organizational

Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder.

We believe that Mr.

Bensler’s extensive experience as a finance executive and his familiarity with both the banking and the financial consulting sectors

and his having served as an account manager for similarly situated companies makes him a qualified director for our Company.

Board currently consists of six members.

Our directors are appointed for a one-year term to hold office until the next annual general

meeting of our shareholders or until their resignation or removal in accordance with our amended and restated bylaws.

Our officers are

appointed by our Board and hold office until removed by the Board.

Our amended and restated bylaws provide that the authorized number

of directors comprising our Board will be fixed, from time to time, by a majority of the total number of directors.

Relationships

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

There is no arrangement or understanding between any director

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

in Legal Proceedings

our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are

material to an evaluation of the ability of our directors or executive officers.

of Business Conduct and Ethics

Board has adopted a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees,

including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing

similar functions.

The Investor Relations section of our website, which is located at www.qlgntx.com , displays a current copy

of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting

of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal

year covered by this Form 10-K.

Proceedings Involving Executive Officers and Key Personnel

June 27, 2025, our Co-Chief Executive Officer, Jiawei (Jerry) Wang, received a “Wells Notice” from the staff of the Securities

and Exchange Commission (the “SEC”).

Subsequently, on June 30, 2025, Mr.

YT Jia, who has been appointed as our Chief Advisor,

also received a Wells Notice from the SEC.

notices state that the SEC staff has made a preliminary determination to recommend filing an enforcement action against Mr.

Jia in their individual capacities.

The alleged violations involve various anti-fraud provisions of the federal securities laws pertaining

to purported false or misleading statements in connection with Faraday Future Intelligent Electric Inc.’s 2021 PIPE and SPAC listing,

relating to (i) related party transactions, and (ii) Mr.

staff’s recommendation for an enforcement action may seek an injunction or cease-and-desist order, civil monetary penalties, disgorgement,

or other equitable relief.

The SEC may also seek a formal bar preventing Mr.

Jia from serving as an officer or director

of a public company.

Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law.

It is a preliminary

determination by the SEC staff to recommend to the Commissioners of the SEC that a civil enforcement action or administrative proceeding

If the SEC determines to seek an enforcement action, it must proceed through a formal legal process, during which the individuals

could defend themselves.

September 2025, both Mr.

Jia submitted formal responses to the SEC outlining why they believed an enforcement action is

On March 18, 2026, the SEC’s Division of Enforcement issued letters directly to Faraday Future Intelligent Electric,

Jia stating that it does not intend to recommend an enforcement action.

The Division of Enforcement noted that

the letters must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from

the staff’s investigation.

Trading Policy

officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading

The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the

misuse of material nonpublic information in the trading of our securities.

To ensure compliance with the Insider Trading Policy and applicable

federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries

must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading

plans that were preapproved.

Even during a trading window period, certain insiders, including our named executive officers and directors,

must comply with our designated pre-clearance policy prior to trading in our securities.

Independence and Board Committees

“independent director” is defined generally as a director that is not an officer or employee of the Company or its subsidiaries

or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Braeden Lichti, Robert Lim, Cody Price and Graydon

Bensler serve as members of our Board.

Our Board has determined that Braeden Lichti, Robert Lim, Cody Price and Graydon Bensler are “independent

directors” as defined in the listing rules of Nasdaq and under Rule 10-A-3(b)(1) of the Exchange Act and applicable SEC rules.

We currently have a standing Audit Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, and one member

of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules.

Graydon Bensler, Robert Lim and Cody Price serve as members of our Audit Committee.

Lim serves as the Audit Committee Chairman.

Bensler qualifies as an “audit committee financial expert” under the SEC rules.

have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including to:

compensate, and oversee the work of any registered public accounting firm employed by us;

any disagreements between management and the auditor regarding financial reporting;

all auditing and non-audit services;

independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation;

any information it requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests

– or external parties;

with our officers, external auditors, or outside counsel, as necessary;

that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate

We have a standing Compensation Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required

to have at least two members of the Compensation Committee, all of whom must be independent.

Robert Lim and Cody Price serve as members

of our Compensation Committee.

Lim serves as the Compensation Committee Chairman.

have adopted a Compensation Committee charter, which details the purpose and responsibility of the Compensation Committee, including

the responsibilities of the Board relating to compensation of our directors, executive officers and key employees;

the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

the annual process of evaluation of the performance of our management;

such other duties and responsibilities as enumerated in and consistent with the Compensation Committee’s charter.

Compensation Committee’s charter permits the committee to retain or receive advice from a compensation consultant and outlines

certain requirements to ensure the consultant’s independence or certain circumstances under which the consultant need not be independent.

However, as of the date hereof, we have not retained such a consultant.

and Corporate Governance Committee .

We have a standing Nominating and Corporate Governance Committee.

Robert Lim and Cody Price

serve as members of the Nominating and Corporate Governance.

Price serves as the Nominating and Corporate Governance Committee Chairman.

have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating

and Corporate Governance Committee, including to:

the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees

for the next annual meeting of shareholders;

the Board in its annual review of its performance;

director nominees to the Board for each committee of the Board;

and recommend to the Board corporate governance guidelines applicable to us.

of the Board of Directors

our fiscal year ended December 31, 2024, the Board met from time to time informally and acted by written consent on numerous occasions.

in Certain Legal Proceedings

our knowledge, none of our current directors or executive officers has, during the past 10 years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2)

years prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to

be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged

violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

Indemnification

and Limitation on Liability of Directors

amended and restated certificate of incorporation, as amended, limit the liability of our directors to the fullest extent permitted by

Delaware law.

Nothing contained in the provisions will be construed to deprive any director of his or her right to all defenses ordinarily

available to the director nor will anything herein be construed to deprive any director of any right he or she may have for contribution

from any other director or other person.

present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification

will be required or permitted.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,

officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the

SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Company maintains an insider trading policy that governs the purchase, sale, and other dispositions of our securities by directors, officers,

and employees.

As a result of our recent corporate transition, the Company currently operates under the legacy insider trading policy

originally adopted by Qualigen Therapeutics, Inc.

(our predecessor entity).

The Company is currently preparing an updated insider trading

policy tailored to its current organizational structure.

Until the Board formally adopts the updated policy, the legacy policy remains

in full force and effect.

A copy of this policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Recovery Policy

Company maintains a compensation recovery policy designed to comply with Nasdaq listing standards and Section 10D of the Securities Exchange

Following our corporate transition, the Company continues to enforce the legacy compensation recovery policy adopted by

our predecessor entity.

The Company is currently evaluating a revised recovery policy to align with its updated executive compensation

The legacy policy governs in the interim and is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

Executive Compensation

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during

the years ended December 31, 2024 and 2023 in all capacities for the account of our principal executive officer.

and Principal Position

Compensation (2)

Richardson II, Interim Chief Executive

Officer and Chief Financial Officer and Director (3)

Poirier, Former Chairman and Chief

Executive Officer (4)

Lotz, Former Chief Financial Officer (5)

were no option awards granted during 2024.

amounts reported in this column represent $90,907 paid by us to Mr.

Richardson for services

rendered under a consulting agreement, 401(k) matching contributions and life insurance premiums

paid by us for Mr.

Poirier and Mr.

Lotz, and include $25,367 in additional compensation paid

Lotz for services rendered under a consulting agreement entered into subsequent to

his September 23, 2024 termination date.

September 25, 2024, the Board appointed Mr.

Richardson as the Interim Chief Executive Officer

and Interim Chief Financial Officer of the Company.

September 23, 2024, Mr.

Poirier resigned from his position as Chief Executive Officer and

Chairman of the Board.

The 2024 “Salary” and “Bonus” for Mr.

represent amounts we paid through his September 23, 2024 termination date.

September 23, 2024, Mr.

Lotz resigned from his position as Chief Financial Officer of the

The 2024 “Salary” and “Bonus” for Mr.

Lotz represent amounts

we paid through his September 23, 2024 termination date.

Agreement with Michael Poirier

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

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

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

the terms of the Poirier Employment Agreement, Mr.

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

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

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

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

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

continuation for such one year period.

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

annual base salary to $575,000.

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

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

Accordingly, on January 16, 2023, Mr.

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

it was subsequently restored in August 2023.

On September 23, 2024,

Poirier resigned from his position as Chief Executive Officer and Chairman of the Board and was paid all amounts due under his Employment

Such amounts are included in the table above.

Agreement with Christopher Lotz

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

The Lotz Employment Agreement had an initial three-year term and was automatically renewed for successive one-year periods unless either

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

the terms of the Lotz Employment Agreement, Mr.

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

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

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

Lotz’s employment

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

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

for such 180 day period.

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

Lotz’s annual base salary

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

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

Accordingly, on January 16, 2023, Mr.

salary was reduced to $240,000;

it was subsequently restored in August 2023.

On September 23, 2024, Mr.

Lotz resigned from his position

as Chief Financial Officer and was paid all amounts due under his Employment Agreement.

Such amounts are included in the table above.

Incentive Plan

material terms of our 2020 Stock Equity Incentive Plan (as amended, the “2020 Plan”) are outlined below.

This summary is

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

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

The number of shares

is subject to adjustment in the event of any recapitalization, stock split, reclassification, stock dividend or other change in our capitalization.

In addition, the following shares of our common stock will be available for grant and issuance under the 2020 Plan:

subject to stock options or stock appreciation rights (“SARs”), granted under the 2020 Plan that cease to be subject

to the stock option or SAR for any reason other than exercise of the stock option or SAR;

subject to awards granted under the 2020 Plan that are subsequently forfeited or repurchased by us at the original issue price;

subject to awards granted under the 2020 Plan that otherwise terminate without shares being issued;

surrendered, canceled, or exchanged for cash or a different award (or combination thereof);

subject to awards under the 2020 Plan that are used to pay the exercise price of an award or withheld to satisfy the tax withholding

obligations related to any award.

Administration .

The 2020 Plan will be administered by our Compensation Committee or by our board of directors acting in place of

our Compensation Committee.

Our Compensation Committee will have the authority to construe and interpret the 2020 Plan, grant awards

and make all other determinations necessary or advisable for the administration of the 2020 Plan.

and Eligible Participants .

The 2020 Plan authorizes the award of stock options, stock appreciation rights, restricted stock unit,

performance awards and stock bonuses.

The 2020 Plan provides for the grant of awards to our employees, directors, consultants and independent

contractor service providers, subject to certain exceptions.

No non-employee director may be granted awards under the 2020 Plan in any

calendar year that, taken together with any cash fees paid by us to such non-employee director during such calendar year, exceed $5,000,000

(calculating the value of any award based on the grant date fair value determined in accordance with GAAP).

No more than 98,000,000 shares

of our common stock will be issued under the 2020 Plan pursuant to the exercise of incentive stock options.

The 2020 Plan permits us to grant incentive stock options and non-qualified stock options.

The exercise price of stock options

will be determined by our Compensation Committee, and may not be less than 100% of the fair market value of our common stock on the date

Our Compensation Committee has the authority to reprice any outstanding stock option (by reducing the exercise price, or canceling

the stock option in exchange for cash or another equity award) under the 2020 Plan without the approval of our stockholders.

Stock options

may vest based on the passage of time or the achievement of performance conditions in the discretion of our compensation committee.

Compensation Committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares

issued on exercise being subject to our right of repurchase that lapses as the shares vest.

The maximum term of stock options granted

under the 2020 Plan is 10 years.

Appreciation Rights .

SARs provide for a payment to the holder, in cash or shares of our common stock, based upon the difference between

the fair market value of our common stock on the date of exercise and the stated exercise price on the date of grant, up to a maximum

amount of cash or number of shares.

SARs may vest based on the passage of time or the achievement of performance conditions in the discretion

of our Compensation Committee.

Our Compensation Committee has the authority to reprice any outstanding SAR (by reducing the exercise

price, or canceling the SAR in exchange for cash or another equity award) under the 2020 Plan without the approval of our stockholders.

Stock Awards .

A restricted stock award represents the issuance to the holder of shares of our common stock, subject to the forfeiture

of those shares in the event of failure to achieve certain performance conditions or termination of employment.

The purchase price, if

any, for the shares will be determined by our Compensation Committee.

Unless otherwise determined by the administrator at the time of

award, vesting will cease on the date the holder no longer provides services to us and unvested shares will be forfeited to us or can

be repurchased by us.

Stock Units .

Restricted stock units (“RSUs”) represent the right on the part of the holder to receive shares of our common

stock at a specified date in the future, subject to forfeiture of that right in the event of failure to achieve certain performance conditions

or termination of employment.

If a RSU has not been forfeited, then, on the specified date, we will deliver to the holder of the RSU

shares of our common stock, cash or a combination of cash and shares of our common stock, as previously determined by the Compensation

Committee at the time of the award.

Performance awards cover a number of shares of our common stock that may be settled upon achievement of performance conditions

as provided in the 2020 Plan in cash or by issuance of the underlying common stock.

These awards are subject to forfeiture before settlement

in the event of failure to achieve certain performance conditions or termination of employment.

Stock bonuses may be granted as additional compensation for past or future service or performance and, therefore, no payment

will be required from a participant for any shares awarded under a stock bonus.

Unless otherwise determined by our Compensation Committee

at the time of award, vesting will cease on the date the holder no longer provides services to us and unvested shares will be forfeited

Change-in-Control .

If we are party to a merger or consolidation, sale of all or substantially all our assets or similar change-in-control transaction, outstanding

awards, including any vesting provisions, may be assumed or substituted by the successor company.

In the alternative, the successor company

may issue, in place of outstanding shares held by a 2020 Plan participant, substantially similar shares or other property subject to

repurchase obligations no less favorable to the participant.

Outstanding awards that are not assumed, substituted or cashed out will

accelerate in full and expire immediately before the transaction, and awards will be exercisable for a period of time determined by the

administrator.

Termination .

The 2020 Plan will terminate 10 years from April 8, 2020, unless it is terminated earlier by our board of directors.

Our board of directors may amend, suspend or terminate the 2020 Plan at any time, subject to compliance with applicable law.

Income Tax Summary .

The following is a brief summary of the principal federal income tax consequences to us and to an eligible person

(who is a citizen or resident of the United States for U.S.

federal income tax purposes) (a “Participant”) of awards that

may be granted under the 2020 Plan.

The summary is not intended to be exhaustive and, among other things, does not describe state, local

or foreign tax consequences.

The federal income tax consequences of an eligible person’s award under the 2020 Plan are complex,

are subject to change and differ from person to person.

Each person should consult with his or her own tax adviser as to his or her own

particular situation.

discussion is based on the Code, Treasury Regulations promulgated under the Code, Internal Revenue Service rulings, judicial decisions

and administrative rulings as of the date of this proxy statement, all of which are subject to change or differing interpretations, including

changes and interpretations with retroactive effect.

No assurance can be given that the tax treatment described herein will remain unchanged

at the time that awards under the 2020 Plan are made.

Participant will not recognize income upon the grant of an option or at any time prior to the exercise of the option.

At the time the

participant exercises a non-qualified option, he or she will recognize compensation taxable as ordinary income in an amount equal to

the excess of the fair market value of the common stock on the date the option is exercised over the price paid for the common stock,

and we will then be entitled to a corresponding deduction.

Participant who exercises an incentive stock option will not be taxed at the time he or she exercises his or her options or a portion

Instead, he or she will be taxed at the time he or she sells the common stock purchased pursuant to the option.

The Participant

will be taxed on the excess of the amount for which he or she sells the stock over the price he or she had paid for the stock.

Participant does not sell the stock prior to two years from the date of grant of the option and one year from the date the stock is transferred

to him or her upon exercise, the gain will be capital gain and we will not get a corresponding deduction.

If the Participant sells the

stock at a gain prior to that time, the difference between the amount the Participant paid for the stock and the lesser of the fair market

value on the date of the exercise or the amount for which the stock is sold, will be taxed as ordinary income and we will be entitled

to a corresponding deduction.

If the Participant sells the stock for less than the amount he or she paid for the stock prior to the one

or two year periods indicated, no amount will be taxed as ordinary income and the loss will be taxed as a capital loss.

Participant generally will not recognize income upon the grant of a stock appreciation right or a restricted stock unit.

a Participant receives shares or cash payment under any such award, he or she generally will recognize compensation taxable as ordinary

income in an amount equal to the cash or the fair market value of the common stock received, less any amount paid for the stock, and

we will then be entitled to a corresponding deduction.

Upon a subsequent sale of the shares received under the stock appreciation right

or restricted stock unit, if any, the difference between the amount realized on the sale and the Participant’s tax basis (the amount

previously included in income) is generally taxable as a capital gain or loss, which will be short-term or long-term depending on the

Participant’s holding time of such shares.

taxation of restricted stock is dependent on the actions taken by the Participant.

Generally, absent an election to be taxed currently

under Section 83(b) of the Code, or an 83(b) election, there will be no federal income tax consequences to the Participant upon the grant

of a restricted stock award.

At the lapse of the restrictions or satisfaction of the conditions on the restricted stock, the Participant

will recognize ordinary income equal to the fair market value of our common stock at that time.

If the Participant makes an 83(b) election

within 30 days of the date of grant, he or she will recognize ordinary income equal to the fair market value of our common stock at the

time of grant, determined without regard to the applicable restrictions.

If an 83(b) election is made, no additional income will be recognized

by the Participant upon the lapse of the restrictions or satisfaction of the conditions on the restricted stock award.

We generally should

be entitled to a deduction equal to the amount of ordinary income recognized by the Participant, at the same time as the ordinary income

is recognized by the Participant.

Upon a subsequent sale of the formerly restricted stock, the difference between the amount realized

on the sale and the Participant’s tax basis (the amount previously included in income) is generally taxable as a capital gain or

loss, which will be short-term or long-term depending on the Participant’s holding time of such shares.

tax consequences to Participants who receive performance-based awards depend on the particular type of award issued.

Our ability to take

a deduction for such awards similarly depends on the terms of the awards and the limitations of Section 162(m) of the Code, if applicable.

Section 162(m) of the Code currently imposes a $1 million limit on the amount that a public company may deduct for compensation paid

to an employee who is chief executive officer, chief financial officer, or another “covered employee” (as defined by Section

162(m)), or was such an employee beginning in any year after 2017.

The Compensation Committee retains the discretion to establish the

compensation paid or intended to be paid or awarded to the executive officers as the Compensation Committee may determine is in the best

interest of us and our stockholders, and without regard to any limitation provided in Section 162(m).

This discretion is an important

feature of the Compensation Committee’s compensation practices because it provides the Compensation Committee with sufficient flexibility

to respond to specific circumstances facing us.

Equity Awards at December 31, 2024

following table presents the outstanding stock options and compensatory warrants held by each of the named executive officers as of December

There were no direct stock awards, restricted stock units or stock appreciation rights outstanding at December 31, 2024.

pre-2020 “option” awards shown were initially issued as Qualigen, Inc.

Series C Warrants, and became warrants exercisable

instead for our common stock (at an adjusted exercise price) upon the Reverse Recapitalization Transaction.

The share numbers and exercise

prices in the table below reflect the reverse stock split effected on November 5, 2024 (the “Reverse Stock Split”).

Unexercisable

Richardson II, Interim Chief Executive Officer, Chief Financial Officer and Director (1)

Poirier, Former Chairman and Chief Executive Officer (2)

Lotz, Former Chief Financial Officer (3)

(1) No equity awards have been granted to Mr.

(2) All of Mr.

Poirier’s option grants under the 2020 Plan were forfeited

on December 22, 2024.

(3) All of Mr.

Lotz’s option grants under the 2020 Plan were forfeited

on December 22, 2024.

Beginning August 1, 2024 , our

independent directors were eligible to receive $60,000 in annual cash compensation.

The Audit Committee chair was eligible to receive

additional annual cash compensation of $8,000 and the other Board committee chairs were eligible to receive additional annual cash compensation

Prior to August 1, 2024 , our

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

The Audit Committee

chair was eligible to receive additional annual cash compensation of $ 15,000 and the other Board

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

Each non-chair

member of each Board committee was eligible to receive additional annual cash compensation of $ 7,500

(Audit Committee) and $ 5,000 (other Committees).

The amounts in the table below represent fees actually

paid in cash during 2024 (except where noted) and include some fees earned in 2023.

Compensations

Richardson and Mr.

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

Name of Director

Richard David (1)

Sidney Emery, Jr.

Matthew Korenberg (3)

Kurt Kruger (4)

Ira Ritter (5)

Campbell Becher (6)

Braeden Lichti (7)

Cody Price (9)

Graydon Bensler (10)

other compensation ($)

Braeden Lichti

Graydon Bensler

David’s tenure terminated on July 11, 2024.

Other compensation consists of the fair

market value on the issuance date of 746 reverse split adjusted shares of restricted common

The amounts shown are in full settlement of all remaining payment obligations due

through his termination date.

Emery’s tenure terminated on July 11, 2024.

Other compensation consists of the fair

market value on the issuance date of 888 reverse split adjusted shares of restricted common

The amounts shown are in full settlement of all remaining payment obligations due

through his termination date.

Korenberg’s tenure terminated on November XX, 2024.

As of December 31, 2024 he was

due $63,000 in unpaid compensation, which was paid between January and May 2025.

Kruger’s tenure terminated on July 11, 2024.

Other compensation consists of the fair

market value on the issuance date of 746 reverse split adjusted shares of restricted common

The amounts shown are in full settlement of all remaining payment obligations due

through his termination date.

Ritter’s tenure terminated on July 11, 2024.

Other compensation consists of the fair

market value on the issuance date of 462 reverse split adjusted shares of restricted common

The amounts shown are in full settlement of all remaining payment obligations due

through his termination date.

Becher’s tenure began on July 12, 2024.

Other compensation consists of cash payments made pursuant to a consulting agreement.

of December 31, 2024 he was due $21,000 in unpaid earned compensation, which was paid between January and February 2025.

Lichti’s tenure began on October 8, 2024.

As of December 31, 2024 he had been paid for all compensation earned.

Lim’s tenure began on July 12, 2024.

As of December 31, 2024 he had been paid for all compensation earned.

Price’s tenure began on July 12, 2024.

As of December 31, 2024 he had been paid for all compensation earned.

Bensler’s tenure began on November 13, 2024.

As of December 31, 2024 he had been paid for all compensation earned.

entered into a Board of Directors Agreement with Graydon Bensler (the “Bensler Director Agreement”) effective as of November

Pursuant to the Bensler Director Agreement, Mr.

Bensler receives a cash retainer of $2,500 per month, paid quarterly in advance

and the Board may adjust this amount based on the our financial position or committee service.

Bensler is also eligible for equity

awards pursuant to our policy and Compensation Committee approval.

We will reimburse Mr.

Graydon for reasonable business expenses incurred

in connection with his Board service subject to our prior approval.

We have executed a standard indemnification agreement with Mr.

which provides directors’ and officers’ liability insurance coverage.

Bensler has agreed not to engage in any competitive

activities or accept any conflicting positions during his Board term without our prior consent.

We may terminate the Bensler Director

Agreement upon resignation, removal or expiration of his Board term.

In addition, we entered into a proprietary information and confidentiality

agreement with Mr.

Bensler, in which Mr.

Bensler is prohibited from disclosing any confidential information and is limited with regard

to the use and disclosure of our proprietary information.

entered into a Board of Directors Agreement with Braeden Lichti (the “Lichti Director Agreement”) effective as of October

Pursuant to the Lichti Director Agreement, Mr.

Lichti receives a cash retainer of $5,000 per month, paid quarterly in advance

and the Board may adjust this amount based on our financial position or committee service.

Lichti is also eligible for equity awards

pursuant to our policy and Compensation Committee approval.

We will reimburse Mr.

Lichti for reasonable business expenses incurred in

connection with his Board service subject to our prior approval.

We have executed a standard indemnification agreement with Mr.

which provides directors’ and officers’ liability insurance coverage.

Lichti has agreed not to engage in any competitive

activities or accept any conflicting positions during his Board term without our prior consent.

We may terminate the Lichti Director

Agreement upon resignation, removal or expiration of his Board term.

In addition, we entered into a proprietary information and confidentiality

agreement with Mr.

Lichti, in which Mr.

Lichti is prohibited from disclosing any confidential information and is limited with regard

to the use and disclosure of our proprietary information.

or Offsetting Against Compensatory Securities

have adopted a policy that our employees (including officers) and directors shall not purchase securities or other financial instruments,

or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity

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

have adopted a formal claw-back policy for the recovery of incentive-based executive compensation erroneously awarded to executive officers

based on misstated financial reporting measures.

information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting

of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal

year covered by this Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common stock as of May 22, 2025 by:

named executive officers;

of our current directors and executive officers as a group;

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

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

Shares of common stock that may be acquired by an individual or group within 60 days after May 22, 2025, pursuant to the exercise of

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

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

percentage of beneficial ownership of our common stock is calculated based on an aggregate of 1,635,475 shares outstanding as of May

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

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

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

c/o Qualigen Therapeutics, Inc., 5857 Owens

Avenue, Suite 300, Carlsbad, California 92008 USA.

Beneficial Owner

Percentage of

Five Percent Stockholders

Executive Officers, Directors and Director Nominees

Kevin Richardson

Campbell Becher

Braeden Lichti

Graydon Bensler

All current executive officers and directors as a group (6 persons)

Compensation Plan Information

following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31,

Plan Category

Securities to be

Options, Warrants

Weighted-Average

Exercise Price of

Options, Warrants

Number of Securities

Remaining Available

for Future Issuance

Compensation Plans

(excluding securities

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders (1)

of shares of common stock issuable upon the exercise of compensatory warrants granted to

service providers.

are no arrangements, to our knowledge, including any pledge by any person of securities of the Company, the operation of which may at

a subsequent date result in a change in control of the Company.

information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting

of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal

year covered by this Form 10-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Audit Committee is responsible for reviewing, approving and overseeing any transaction between the Company and its directors, director

nominees, executive officers, greater than 5% beneficial owners, and each of their respective immediate family members, where the amount

involved exceeds the lesser of (i) $120,000 and (ii) 1% of the average of our total assets at year-end for the prior two fiscal years.

Since January 1, 2023, there have been no such transactions except as described below.

Convertible Debenture

December 5, 2023, the Company and Alpha executed Amendment No.

1 to the 2022 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 $66.00

per share to $36.50 per share and reduce the exercise price of the 2022 Warrant from $82.50 per share to $36.50 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 year ended December 31, 2023, the Company issued a total of (i) 16,834 shares of our common stock upon Alpha’s partial voluntary

conversion of the 2022 Debenture at a conversion price of $66.00 per share, extinguishing a total of $1,111,078 principal, and (ii) 6,193

shares of common stock to Alpha in lieu of cash for monthly redemption payments totaling $220,000 due on the 2022 Debenture at a weighted

average conversion price of $35.52 per share.

During the year ended December 31, 2023, the Company paid monthly redemption payments of

$550,000 in cash.

February 27, 2024, in connection with the issuance of an additional warrant to Alpha with an exercise price of $13.00 per share, and

pursuant to certain antidilution provisions in the 2022 Debenture, the Conversion Price of the 2022 Debenture was reduced from $36.50

per share to $13.00 per share.

the year ended December 31, 2024, the Company issued a total of 45,496 shares of common stock to Alpha in lieu of cash for monthly redemption

payments totaling $660,000 due on the 2022 Debenture at a weighted average conversion price of $14.51 per share.

No redemption payments

were paid in cash during the year ended December 31, 2024.

June and July 2024, Alpha voluntarily converted the aggregate remaining principal of the 2022 Debenture of $758,922.

As a result of such

voluntary conversions, the Company issued a total of 58,378 shares of common stock at a weighted average conversion price of $13.00.

As of December 31, 2024, there were no amounts outstanding under the 2022 Debenture.

Convertible Debenture

February 27, 2024, pursuant to a Securities Purchase Agreement executed with Alpha on February 27, 2024 (the “2024 Securities Purchase

Agreement”) we issued to Alpha an 8% Convertible Debenture (the “2024 Alpha Debenture”) with a principal amount of

$550,000, for a gross purchase price of $500,000 less expenses.

The 2024 Alpha Debenture carried a maturity date of December 31, 2024

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 conversion

price initially equal to $30.56 per share, subject to adjustment as described in the 2024 Alpha Debenture.

Upon the closing of the public

offering on September 6, 2024 per the terms of the antidilution provisions in the 2024 Debenture, the conversion price of the 2024 Alpha

Debenture was reduced from $30.56 to $6.50 per share.

The 2024 Alpha Debenture accrued 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 (the “2024 Alpha Warrant”) to purchase 18,001 shares of our common

stock at an exercise price initially equal to $13.00 per share, which may be exercised in whole or in part, at any time before February

On September 6, 2024 as a result of the down-round provision triggered by shares sold in the public offering, the above warrants

were repriced from $13.00 per share exercise price to $6.50 per share exercise price.

As a result of a partial voluntary conversion of

the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares to settle the 2024 Alpha Warrant in full until

shareholder approval was obtained, and a portion (2,314 warrant shares with a fair value of $14,997) was reclassified to liabilities.

Shareholder approval was subsequently obtained on October 25, 2024, and as of that date, the Company determined that shareholder approval

resulted in equity classification for the warrant and, accordingly, the Company remeasured the warrant liability to fair value, and reclassified

to noncompensatory equity classified warrants.

to the 2024 Securities Purchase Agreement, we also granted to Alpha an option (the “Option”), exercisable until July 1, 2024,

to purchase from us an additional 8% Convertible Debentures, of like tenor, with a face amount of up to $1.1 million (and with a proportional

number of accompanying common stock warrants of like tenor, up to a total of 36,001 additional warrants), for a purchase price of $1.0

September 9, 2024, we issued 7,842 shares of common stock upon Alpha’s partial voluntary conversion of the 2024 Alpha Debenture

at a conversion price of $6.50 per share for a total of $50,979 in principal.

November 20, 2024, in connection with the closing of the Company’s private placement transaction and issuance of Series A-2 Preferred

Stock, the Company used $530,839 of the proceeds to repay the outstanding principal and accrued interest on the Alpha Debenture, in full

settlement of the obligation.

As of December 31, 2024, there were no amounts outstanding under the 2024 Alpha Debenture.

Additional Convertible Debenture

April 2024, Alpha assigned the 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 (the “2024 Chen Debenture”) with a principal amount of $1,100,000.

The 2024 Chen Debenture carried a maturity date of December 31, 2024 and was convertible, at any time, and from time to time, at Chen’s

option, into shares of common stock of the Company at a conversion price initially equal to $30.56 per share, subject to adjustment as

described in the 2024 Chen Debenture.

Upon the closing of the public offering on September 6, 2024, per the terms of the antidilution

provision, the conversion price of the 2024 Chen Debenture was reduced from $30.56 to $6.50 per share.

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 (the “2024 Chen Warrant”) to purchase

36,001 shares of our common stock at an exercise price initially equal to $13.00 per share, exercisable until February 27, 2029.

On September 6, 2024, as a

result of a down-round provision triggered by shares sold in the public offering, the warrant was repriced from an exercise price of $13.00

per share to an exercise price of $6.50 per share.

The warrant was initially liability classified due to an insufficient number of authorized

shares to settle the warrant prior to the receipt of shareholder approval, which was subsequently obtained on October 25, 2024.

that date, the Company determined that shareholder approval resulted in equity classification for the warrant and accordingly, the Company

remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants.

November 20, 2024, in connection with the closing of the Company’s private placement transaction and issuance of Series A-2 Preferred

Stock, on November 18, 2024, the Company and Chen executed an Exchange Agreement (the “Exchange Agreement”), agreeing to

convert all outstanding principal and accrued interest on the 2024 Chen Debenture as of November 20, 2024, totaling approximately $1,154,000,

in exchange for 1,154 shares of newly designated Series A-2 Preferred Stock, in full settlement of the Company’s obligations with

respect to the Chen Debenture.

As of December 31, 2024, there were no amounts outstanding under the 2024 Chen Debenture.

and Former Officer Agreements

entered into a Board of Directors Agreement with Graydon Bensler (the “Bensler Director Agreement”) effective as of November

Pursuant to the Bensler Director Agreement, Mr.

Bensler receives a cash retainer of $2,500 per month, paid quarterly in advance

and the Board may adjust this amount based on the our financial position or committee service.

Bensler is also eligible for equity

awards pursuant to our policy and Compensation Committee approval.

We will reimburse Mr.

Graydon for reasonable business expenses incurred

in connection with his Board service subject to our prior approval.

We have executed a standard indemnification agreement with Mr.

which provides directors’ and officers’ liability insurance coverage.

Bensler has agreed not to engage in any competitive

activities or accept any conflicting positions during his Board term without our prior consent.

We may terminate the Bensler Director

Agreement upon resignation, removal or expiration of his Board term.

In addition, we entered into a proprietary information and confidentiality

agreement with Mr.

Bensler, in which Mr.

Bensler is prohibited from disclosing any confidential information and is limited with regard

to the use and disclosure of our proprietary information.

entered into a Board of Directors Agreement with Braeden Lichti (the “Lichti Director Agreement”) effective as of October

Pursuant to the Lichti Director Agreement, Mr.

Lichti receives a cash retainer of $5,000 per month, paid quarterly in advance

and the Board may adjust this amount based on our financial position or committee service.

Lichti is also eligible for equity awards

pursuant to our policy and Compensation Committee approval.

We will reimburse Mr.

Lichti for reasonable business expenses incurred in

connection with his Board service subject to our prior approval.

We have executed a standard indemnification agreement with Mr.

which provides directors’ and officers’ liability insurance coverage.

Lichti has agreed not to engage in any competitive

activities or accept any conflicting positions during his Board term without our prior consent.

We may terminate the Lichti Director

Agreement upon resignation, removal or expiration of his Board term.

In addition, we entered into a proprietary information and confidentiality

agreement with Mr.

Lichti, in which Mr.

Lichti is prohibited from disclosing any confidential information and is limited with regard

to the use and disclosure of our proprietary information.

entered into a Consulting Agreement with Christopher Lotz (the “Lotz Consulting Agreement”) effective as of October 8, 2024

for a period of six months.

During this six-month period, as well as during any continued engagement thereafter, the Company or Mr.

may terminate the engagement at any time by providing written notice.

Pursuant to the Lotz Consulting Agreement, Mr.

Lotz is prohibited

from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information.

earned and paid pursuant to this agreement during the year ended December 31, 2024 are disclosed in Item 11.

Executive Compensation.

information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting

of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal

year covered by this Form 10-K.

PRINCIPAL ACCOUNTING FEES AND SERVICES

former independent auditor Baker Tilly US, LLP billed an aggregate of $748,657 for the fiscal year ended December 31, 2024, for professional

services rendered for the audit of our 2023 annual financial statements and review of the financial statements included in our quarterly

On July 11, 2024, the Company dismissed Baker Tilly US, LLP as the Company’s independent public accountants and engaged

WithumSmith+Brown, PC (“Withum”).

the year ended 2024 and for the period from June 1, 2018 until July 11, 2024, we engaged Baker Tilly US, LLP as our independent

registered accounting firm.

On July 11, 2024, we appointed Withum to serve as our independent auditor.

Our independent auditor

billed an aggregate of $ 568,202

through December 31, 2024 for professional services rendered for the audit of our 2024 annual financial statements.

We incurred fees

from both Baker Tilly US, LLP as well as Withum for the years ended December 31, 2024 and 2023, as discussed below:

Year Ended December 31,

Audit-Related Fees (1)

All Other Fees

(1) Audit fees consisted of fees for audit work performed in the audit of financial statements, as well as fees for quarterly

reviews and registration statements.

These fees were incurred for professional services rendered in connection with tax compliance, tax advice, and tax planning.

These services included income tax compliance and related tax services.

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

fees relate to professional services rendered in connection with the review of the quarterly financial statements.

policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.

These services may include

audit services, audit-related services, tax services and other services.

Under our Audit Committee’s policy, pre-approval is generally

provided for particular services or categories of services, including planned services, project-based services and routine consultations.

In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis.

Our Audit Committee approved all services

that our independent accountants provided to us in the past two fiscal years.

information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting

of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal

year covered by this Form 10-K.

Exhibits and Financial Statement Schedules

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

All Financial Statements.

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

Report of Independent Registered Public Accounting Firm - WithumSmith+Brown, PC (PCAOB ID 100)

Report of Independent Registered Public Accounting Firm - Baker Tilly US, LLP (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2024 and Year Ended December 31, 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 and Year Ended December 31, 2023

Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and Year Ended December 31, 2023

Notes to Consolidated Financial Statements

Financial Statement Schedules.

financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient

to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying

notes included in this Form 10-K.

exhibits listed under Part (b) below.

See exhibits listed below.

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

10 unchanged sentences

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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on October 28, 2024

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Preferred Stock, as filed with the Secretary of State of the State of Delaware on July 28, 2025.

Certification of Amendment to Certificate of Incorporation, filed with the Delaware Secretary of State on November 14, 2025

Description of Common Stock

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

of Warrant, issued by the Company in favor of GreenBlock Capital LLC and its designees, dated May 22, 2020 [post-Merger]

Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated July 10, 2020

Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated August 4, 2020

Common Stock Purchase Warrant for 1,348,314 shares in favor of Alpha Capital Anstalt, dated December 18, 2020

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

of liability classified Warrant to Purchase Common Stock

Form of “service provider” compensatory equity classified Warrant

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

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

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

Executive Employment Agreement, by and between Qualigen, Inc.

and Michael Poirier, dated as of February 1, 2017 and as amended on January 9, 2018

Executive Employment Agreement, by and between Qualigen, Inc.

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

2020 Stock Equity Incentive Plan

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

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

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

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

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

and University of Louisville Research Foundation, Inc.

dated January 30, 2021

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

License Agreement with UCL Business Limited dated January 12, 2022

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

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

dated April 29, 2022

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

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

and NanoSynex Ltd., dated May 26, 2022

Therapeutics, Inc.

2022 Employee Stock Purchase Plan

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

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

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

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

and Alpha Capital Anstalt

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

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

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

and Alpha Capital Anstalt

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

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

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

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

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

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

Amendment No.

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

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

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

of Business Conduct and Ethics

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

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

Code of Business Conduct and Ethics

Form of Registration Rights Agreement, dated as September 19, 2025, between Qualigen Therapeutics, Inc.

and each Subscriber

Insider Trading Policy

of the Registrant

Subsidiaries of the Registrant

Consent of HTL International LLC, independent registered public accounting firm

of WithumSmith+Brown, PC independent registered public accounting firm

of Baker Tilly US, LLP independent registered public accounting firm

Power of Attorney (included on signature page)

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

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

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

§ 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

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

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

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

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

Clawback Policy

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upon request.

*** Furnished herewith.

This certification

is being furnished solely to accompany this report pursuant to 18 U.S.C.

Section 1350, and is not being filed for purposes of Section

18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made

before or after the date hereof, regardless of any general incorporation language in such filing.

Indicates management contract or compensatory plan or arrangement.

5 unchanged sentences

to be signed on its behalf by the undersigned, thereunto duly authorized.

Therapeutics, Inc.

AIxCrypto Holdings Inc.

Kevin Richardson II

Richardson II

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer and Chief Accounting

June 30, 2025

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Richardson II, and

each of them individually, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him

and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same,

with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and

necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause

to be done by virtue hereof.

Co Chief Executive Officer and Director (Principal Executive Officer)

/s/ Koti Meka

Chief Financial Officer and Director (Principal Financial and Accounting Officer)

March 30, 2026

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Richardson II,

Koti Meka, and Jerry Wang, and each of them individually, his true and lawful attorney-in-fact and agents, with full power of

substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all

amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with

the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents

and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any

of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf

1 unchanged sentence

Kevin Richardson II

Chief Executive Officer, Chief Financial Officer and Director

Executive Officer and Director

Richardson II

Executive Officer and Principal Financial and Accounting Officer)

Executive Officer)

Campbell Becher

Braeden Lichti

Graydon Bensler

Financial Officer and Director

Financial and Accounting Officer)

Co Chief Executive Officer

(Principal Executive Officer)

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

What changed 10-K

Item 9A. Controls and Procedures