What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-06-30 compared with 2024-04-08 · 53 added, 8 removed, 3 unchanged (95% of the section changed)

1 unchanged sentence

common stock has been listed and traded on The Nasdaq Capital Market under the symbol “QLGN” since May 26, 2020.

of March 25, 2024, there were 287 registered holders of record of our common stock.

This figure does not reflect the beneficial ownership

of shares held in nominee name.

of Common Stock

of June 24, 2025, there were 227 registered holders of record of our common stock.

This figure does not reflect the beneficial

ownership of shares held in nominee name.

Transfer Agent

transfer agent and registrar for our common stock is Equiniti Trust Company.

Its address is P.O.

Box 64945, Saint Paul MN 55164-0945

and its telephone number is (800) 468-9716.

do not expect to pay cash dividends in the foreseeable future.

Any future decision to pay dividends will be at the discretion of our

board and will depend, among other things, on earnings, financial condition, level of indebtedness, provisions of our existing credit

agreements and other factors that our board deems relevant.

Sales of Securities

From January 2024 until June 2024, we issued a total

of 45,496 shares of common stock to the holder of the 2022 Debenture in lieu of cash for monthly redemption payments totaling $660,000

due, at a weighted average conversion price of $14.51 per share.

From June 2024 until July 2024, we issued a total of 58,378 shares of

common stock upon the holder’s voluntary conversion of the remaining principal balance of the 2022 Debenture of approximately $759,000,

at a weighted average conversion price of $13.00 per share.

In February 2024, we issued an 8% Convertible Debenture

in the principal amount of $550,000 to an investor with a maturity date of December 31, 2024, convertible at the option of the holder

at a conversion price of $6.50 per share, subject to adjustments, which accrued interest on at the rate of 8% per annum, with a 5-year

common stock purchase warrant to purchase at $13.00 per share 18,001 shares of common stock, subject to adjustments.

was also issued an option to purchase $1,100,000 in principal amount of additional 8% Convertible Debentures with similar terms,

including an additional warrant to purchase up to 36,001 shares of common stock at an exercise price of $13.00 per share.

2024, the option was assigned and exercised, and we issued this additional 8% Convertible Debenture in the principal amount of $1,100,000

with a conversion price of $6.50 per share and a warrant to purchase 36,001 shares of common stock at an exercise price of $13.00

In November 2024, we issued 1,154 shares of Series

A-2 Preferred Stock to the holder of the $1,100,000 8% Convertible Debenture in exchange for the extinguishment of the debenture

with a principal and accrued interest balance of approximately $1,154,000.

In September 2024, we issued 7,842 shares of common

stock upon the holder’s partial voluntary conversion of the $550,000 8% Convertible Debenture, at a weighted average conversion

price of $6.50 per share for a total of approximately $51,000 in principal.

In November 2024, the remaining principal and accrued

interest balance of approximately $531,000 was repaid in cash.

From April 2024 until December 2024, we issued an

aggregate of $2,257,400 in notes receivable to a publicly traded entity, of which notes bear interest the rate of eighteen percent

(18%) per annum and due upon demand by the holder.

In July 2024, we issued a $2,000,000 Senior Note to

an institutional investor, of which note was unsecured, nonconvertible and having a maturity date of July 8, 2025, with a 18% interest

rate per annum.

This Senior Note was repaid in cash in September 2024.

From May 2024 until July 2024, an aggregate of 31,998

shares of common stock were issued to an investor pursuant to the exercise of warrants at an exercise price of $6.50 per share.

issuance of the securities listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation

D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering.

The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view

to or for sale in connection with any distribution thereof.

Authorized for Issuance Under Equity Compensation Plans

Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information

relating to our equity compensation plans.

Sales of Unregistered Securities

further disclosure is required in response to this Item.

of Equity Securities by the Issuer and Affiliated Purchasers

“ Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters —Equity

Incentive Plans ” of this report which is incorporated herein by reference.

Incentive Plans

“ Part III Item 11, Executive Compensation ” of this report which is incorporated herein by reference.

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 5. Market for Registrant’s Common Equity