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Item 9A. Controls and Procedures

2025-06-30 compared with 2024-04-08 · 733 added, 669 removed, 299 unchanged (82% of the section changed)

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of Disclosure Controls and Procedures

management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of

our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023,

the end of the year covered by this Annual Report.

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

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

We believe that a disclosure

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

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

a company have been detected.

maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls

and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports

that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired

control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal

financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the

individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and

procedures were not effective at the reasonable assurance level as of December 31, 2024, the end of the period covered by this Annual

Report on Form 10-K.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with

the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes

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

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

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

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

reporting was not effective.

of Material Weaknesses

In connection

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

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

related to access controls to financial accounting systems.

We lack the resources to employ

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

receive additional funding to support our accounting department.

of Material Weakness

We cannot assure you that these

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

Notwithstanding the identified material weakness, our

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

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

and 15d-15(f) of the Exchange Act).

Internal control over financial reporting is a process designed under the supervision and with the

participation of our management, including the individuals serving as our principal executive officer and principal financial officer,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

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

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a

timely basis.

conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective

based on those criteria due to material weaknesses in our internal control over financial reporting described below.

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.

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

will not be remediated until we receive additional funding to support our accounting department.

cannot assure you that these or other measures will fully remediate the material weakness in a timely manner.

Notwithstanding the identified

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

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

in Internal Control over Financial Reporting

than as described above, there were no changes in our internal control over financial reporting identified in management’s evaluation

pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended December 31, 2023 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

on Effectiveness of Controls

designing and evaluating our controls and procedures, management recognized that any controls and procedures, no matter how well designed

and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

No evaluation of internal

control can provide absolute assurance that all internal control issues and instances of fraud, if any, within a company are detected.

In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

There are inherent limitations to the effectiveness of any system of disclosure controls

and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may

become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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.

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.

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

by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws,

rules and regulations, and Nasdaq’s listing standards.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Board of Directors

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

of stockholders.

Biographical information with respect to our directors is provided below.

directors hold office for one year or until their respective successors have been duly elected or until their death, resignation or removal.

Our amended and restated bylaws provide that the authorized number of directors comprising our board of directors will be fixed, from

time to time, by a majority of the total number of directors.

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.

1 unchanged sentence

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

Position with the Company

Director Since

Michael Poirier

Chairman and Chief Executive Officer

Richard David

Sidney Emery, Jr.

Matthew Korenberg

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

Before founding Qualigen,

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

Laboratories, Inc.

Before working at Abbott, Mr.

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

Poirier holds a B.A.

from Providence College and attended the University of Zürich, Switzerland, School of Law.

Poirier’s commitment to our strategic goals, his long experience leading our company and his deep knowledge of its technologies

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

David, MD FACS .

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

urology group in Southern California.

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

In addition, Dr.

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

David obtained his

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

He also holds a

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

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

David is a fellow of the American College

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

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

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

He served as Chairman

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

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

high-performance industrial position sensors.

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

ALE), a Minnesota-based

utilities and energy company, from 2006 to 2018.

Emery chairs the University of St.

Thomas College of Engineering Board of Governors.

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

in Engineering from the US Naval Academy.

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

that he should serve as a director of our company.

Korenberg has served as President and Chief Operating Officer of Ligand Pharmaceuticals Incorporated (Nasdaq:

a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines,

since November 2022, and before that as Executive Vice President, Finance and Chief Financial Officer of Ligand Pharmaceuticals Incorporated

since August 2015.

Before joining Ligand, commencing in September 2013, Mr.

Korenberg was the founder, Chief Executive Officer and a

director of NeuroCircuit Therapeutics, a company focused on developing drugs to treat genetic disorders of the brain with an initial

focus on Down syndrome.

Before founding NeuroCircuit Therapeutics, Mr.

Korenberg was a Managing Director and member of the healthcare

investment banking team at Goldman Sachs from July 1999 through August 2013.

During his 14 year tenure at Goldman Sachs, Mr.

was focused on advising and financing companies in the biotechnology and pharmaceutical sectors and was based in New York, London and

San Francisco.

Before Goldman Sachs, Mr.

Korenberg was a healthcare investment banker at Dillon, Read & Co.

where he spent two

years working with healthcare companies in the biotechnology and pharmaceutical sectors and industrial companies.

Korenberg holds

in Finance and Accounting from the University of Michigan.

Korenberg’s financial and accounting expertise, his experience as chief financial officer of a large public biopharmaceutical company

and his investment banking background contributed to our board of directors’ conclusion that he should serve as a director of our

Kruger has enjoyed a 30-year career in medical technology.

His deep involvement in the field has ranged from product

design and development as a biomedical engineer to raising capital for, and following, publicly traded medical product companies as an

equities research analyst.

As a marketing manager at Guidant, now a part of Boston Scientific, he developed the launch plans for the

first-ever implantable defibrillator.

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

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

Jude Medical/Abbott.

After H&Q, Mr.

Kruger worked as an analyst

for Montgomery Securities and Bank of America.

Across 20 years of research work, Mr.

Kruger has overseen the IPOs of over 30 medical

products companies.

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

Kruger received a Sc.B.

in Biomedical Engineering from Brown University;

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

and a business

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

He also completed the premedical post-baccalaureate

program at Columbia University.

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

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

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

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

corporate entity in 2008 and served

in those positions with Ritter Pharmaceuticals, Inc.

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

Recapitalization Transaction”) in which Ritter Pharmaceuticals, Inc.

changed its name to Qualigen Therapeutics, Inc.

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

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

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

He assisted taking Ritter Pharmaceuticals,

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

Since 2010, Mr.

Ritter has also acted

as a managing partner of Stonehenge Partners, LLC.

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

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

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

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

Ritter continued his service on our board

of directors, by agreement in connection with the Reverse Recapitalization Transaction, as the designated legacy member from the pre-Reverse

Recapitalization Transaction public-company board of directors.

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.

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

board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each committee operates under a charter.

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

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

The current members of our Audit Committee are Mr.

Kruger (Chair), Mr.

Emery, and Mr.

Korenberg, each of whom was

determined by our board of directors to be independent under Rule 10A-3 under the Exchange Act and the continued listing requirements

of Nasdaq, and to satisfy the other continued listing requirements of Nasdaq for audit committee membership.

The Company has identified

Matthew Korenberg as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of SEC Regulation S-K,

and has determined that he has the requisite level of financial sophistication required by the continued listing requirements of Nasdaq;

this identification does not constitute a determination that other members of the Audit Committee would not also be able to qualify as

an “audit committee financial expert.”

following table sets forth information about our current executive officers.

Position with the Company

Michael Poirier

Chairman and Chief Executive Officer

Christopher Lotz

Chief Financial Officer, Vice President of Finance

serve at the discretion of the board of directors.

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

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

the biography of Mr.

Poirier, please see “Board of Directors” above.

Lotz | Chief Financial Officer, Vice President of Finance.

Lotz joined Qualigen, Inc.

as Director of Finance in 2002 and was

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

He became an officer of the Company at the

time of the Reverse Recapitalization Transaction in 2020.

Before joining Qualigen, Inc.

Lotz spent the previous 15 years serving

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

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

Lotz holds a B.S.

in Business Administration from Colorado

State University.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of our common stock,

to file reports of securities ownership and changes in such ownership with the SEC.

Officers, directors, and greater than 10% stockholders

also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

solely on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors

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

such persons were met in a timely manner.

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.

Executive Compensation

Compensation Table (2023 and 2022)

following table sets forth the compensation paid to or earned by our named executive officers for the periods presented.

Name and Principal Position

Option Awards (1)

All Other Compensation (2)

Michael Poirier, Chairman and Chief Executive Officer

Tariq Arshad, Former Chief

Medical Officer and Senior Vice President (3)

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

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

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

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

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

forfeitures related to service-based vesting conditions.

Assumptions used in the calculation

of these amounts are included in the notes to our consolidated financial statements included

in this Annual Report.

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

realized by the executive officers upon the exercise of the stock options or the sale of

the common stock underlying such stock options.

There were no option awards granted during 2023.

(2) The amounts reported in this column represent

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

Poirier and Dr.

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

and $370,138 in severance compensation for Ms.

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

February 25, 2024.

Broidrick resigned from her role as President, Chief

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

The 2023 “Salary” for Ms.

Broidrick includes

amounts we paid through June 16, 2023.

The 2023 “All Other Compensation” for Ms.

Broidrick includes $370,138 of severance compensation.

Employment Agreements

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 Agreement”).

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

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

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

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

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

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

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

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.

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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 is now automatically renewed for successive

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

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

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

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.

1 unchanged sentence

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

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

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.

6 unchanged sentences

it was subsequently restored in August 2023.

Letter with Tariq Arshad

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

Arshad was entitled to an annual base salary of at

least $400,000.

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

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

Under the terms of

his hire offer letter, if Dr.

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

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

for such 180 day period.

February 25, 2024, Dr.

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

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

Employment Agreement with Amy Broidrick

Broidrick was party to an Executive

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

On May 16, 2023,

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

16, 2023 (the “Separation Date”).

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

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

In connection with her termination of employment,

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

Broidrick, which became effective

after a 7 day revocation period following Ms.

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

Under the terms of the Separation

Agreement, Qualigen, Inc.

was obligated to provide Ms.

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

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

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

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

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

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

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

6 unchanged sentences

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

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.

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 .

144 unchanged sentences

The share numbers and exercise

prices in the table below reflect the reverse stock split, which was effected by the Company on November 23, 2022 (the “Reverse

Stock Split”).

Equity Awards

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

Unexercisable

Michael Poirier

Amy Broidrick

underlying the stock option vest over three years in three equal annual installments from

the date of grant.

underlying the stock option vest over three years in three equal annual installments from

the vesting commencement date of May 17, 2021.

(3) Following Ms.

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

equity awards were subsequently forfeited.

Versus Performance (PVP)

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

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

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

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

each such fiscal year.

versus Performance Table - Compensation Definitions

Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation

Table, or SCT values.

The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value

of “Stock Awards,” with the table below describing the differences in how these awards are valued for purposes of SCT total

date fair value of stock awards granted during the year

value of stock awards that are unvested as of the end of the year, or vested during the year

Versus Performance Table

accordance with the SEC’s new PVP rules, the following table sets forth information concerning the compensation of our NEOs for

each of the fiscal years ended December 31, 2023, 2022, and 2021, and our financial performance for each such fiscal year:

Summary Compensation Table Total for PEO

Compensation Actually Paid to PEO

Average Summary Compensation Table Total for non-PEO Named Executive Officers

Average Compensation Actually Paid to non-PEO Named Executive Officers

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

Net Loss Attributable to Qualigen Therapeutics, Inc.

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

was Michael Poirier, our Chairman and Chief Executive Officer.

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

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

was calculated beginning with the NEOs SCT total.

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

Stock awards deducted from SCT

Increase for fair value of awards granted during the year that remain unvested as of year end

Decrease in fair value from prior year-end to current year-end for awards granted in prior years and unvested as of year end

Decrease in fair value from prior year-end to current year vesting date for awards granted in prior years

Average Non-PEO NEO

fair value of stock options reported for CAP purposes in columns (B), (C), (D) and (E) above was estimated using a Black-Scholes option

pricing model for the purposes of this PVP calculation in accordance with SEC rules.

This model uses both historical data and current

market data to estimate the fair value of options and requires several assumptions.

The assumptions used in estimating fair value for

awards granted during 2022 were as follows:

volatility 102%, expected life 5.99 years, expected dividend yield 0%, risk-free rate 3.04%.

The assumptions used in estimating fair value for awards granted during 2021 and prior were as follows:

volatility 102%, expected life

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

There were no awards granted in 2023.

of Information Presented in the Pay versus Performance Table

Our executive compensation program

reflects a variable pay-for-performance philosophy.

While we utilize several performance measures to align executive compensation with

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

Moreover, we generally seek

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

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

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

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

with the executive which covers such year.

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

Actually Paid and Cumulative Total Stockholder Return

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

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

Average compensation actually paid to our named executive officers other

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

Over the same period, the value of

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

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

Actually Paid and Net Loss

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

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

Average compensation actually paid to our named executive officers other

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

Over the same period, our net loss

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

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

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

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

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

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

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

On January 13, 2023, the Company’s

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

of the Company effective January 1, 2023.

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

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

Non-employee directors did not receive stock

option grants during 2023.

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

Poirier and Ms.

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

Our employee directors do not receive compensation for their service as directors.

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

All other compensation

Richard David (1)

1 unchanged sentence

Matthew Korenberg (3)

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

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

2 unchanged sentences

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

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

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

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

based on misstated financial reporting measures.

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

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

our named executive officers;

our directors;

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

each stockholder known by us to own beneficially more than

5% of our common stock.

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 March 25, 2024, pursuant to the exercise of

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 6,307,371 shares outstanding as of March

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

4 unchanged sentences

Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Beneficially Owned

Five Percent Stockholders

Alpha Capital Anstalt (1)

Executive Officers, Directors and Director Nominees

Michael Poirier (2)

Christopher Lotz (3)

Richard David (4)

Sidney Emery, Jr.

Matthew Korenberg (6)

Kurt Kruger (7)

Ira Ritter (8)

Kevin Richardson

Campbell Becher

Braeden Lichti

Graydon Bensler

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

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

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

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

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

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

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

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

Konrad Ackermann

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

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

and 8,855 shares of common stock exercisable within 60 days under outstanding warrants.

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

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

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

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

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

outstanding stock options.

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

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

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

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

outstanding stock options.

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

and also includes shares beneficially owned by Stonehenge Partners.

As a managing partner of Stonehenge Partners, Ira Ritter

may be deemed the beneficial owner of these shares.

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

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

Compensation Plan Information

1 unchanged sentence

Plan Category

Number of Securities

to be Issued upon

Options, Warrants and Rights

Securities to be

Options, Warrants

Weighted-Average

Exercise Price of Outstanding

Options, Warrants and Rights

Exercise Price of

Options, Warrants

Number of Securities

7 unchanged sentences

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Party Transactions

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

2 unchanged sentences

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

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

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

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

price of $0.001 per share.

These warrants were subsequently exercised on September 13, 2022.

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

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

June 22, 2028) at $1.65 per share.

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

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

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

“Monthly Redemption Amount”).

The Monthly Redemption Amount must be paid in cash;

provided that after the first two monthly

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

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

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

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

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

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

provided that the Equity Conditions

have been satisfied.

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

the conversion price was originally $1.32.

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

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

and exercise price.

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

61 days’ notice to the Company.

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

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

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

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

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

In addition, such Amendment revised

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

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

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

warrants to be liability-classified under U.S.

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

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

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

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

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

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

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

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

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

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

In addition, per this Securities Purchase

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

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

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

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

This option is valid through July 1, 2024.

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

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

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

before the scheduled maturity date.

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

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

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

61 days’ notice to the Company.

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

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

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

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

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

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

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

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

Finally, the $0.26 exercise price

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

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

at $0.73 per share.

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

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

effective on June 24, 2023.

the terms of the Separation Agreement, Qualigen, Inc.

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

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

Broidrick’s accrued but unpaid salary and vacation pay

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

Broidrick, (ii) severance in the form of continued

salary pay to Ms.

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

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

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

In addition, Ms.

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

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

Broidrick did not exercise any vested stock options.

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

directors, subject to certain exceptions.

In addition, Nasdaq’s continued listing requirements require that, subject to certain

exceptions, each member of a listed company’s audit, compensation and governance and nominating committees must be independent.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under Nasdaq’s

continued listing requirements, a director will only qualify as an “independent director” if, in the opinion of that company’s

board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

upon information requested from and provided by each director concerning their background, employment and affiliations, including family

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

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

the applicable rules and regulations of Nasdaq.

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

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

determining their independence.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Tilly US, LLP (“Baker Tilly”) serves as the Company’s independent registered public accounting firm and has served

in that capacity since June 2018.

Audit Committee considered the independence of Baker Tilly and whether the audit services Baker Tilly provided to the Company are compatible

with maintaining that independence.

The Audit Committee has adopted procedures by which the Audit Committee must approve in advance all

services provided by and fees paid to the Company’s independent registered public accounting firm.

The advance approval requirement

was not waived in any instance during 2023 or 2022.

and Services of Baker Tilly US, LLP

following table sets forth the aggregate fees billed to the Company by Baker Tilly for the years ended December 31, 2023 and 2022:

Audit Fees(1)

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

fees consisted of fees for audit work performed in the audit of financial statements, as

well as fees for quarterly reviews and registration statements.

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

Audit Committee has adopted a formal policy on auditor independence requiring the advance approval by the Audit Committee of all audit

and non-audit services provided by our independent registered public accounting firm.

In determining whether to approve any services

by our independent registered public accounting firm, the Audit Committee reviews the services and the estimated fees, and considers

whether approval of the proposed services will have a detrimental impact on the auditor’s independence.

On an annual basis, our

management reports to the Audit Committee all audit services performed during the previous 12 months and all fees billed by our independent

registered public accounting firm for such services.

the years ended December 31, 2023 and 2022, all audit services and the corresponding fees were approved by our Audit Committee.

(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.

Exhibits and Financial Statement Schedules

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

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

Report of Independent Registered Public Accounting Firm (PCAOB ID 23)

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

4 unchanged sentences

Financial Statement Schedules.

Financial statement schedules have been omitted because they are not required or are not applicable,

or the required information is shown in the consolidated financial statements or notes thereto.

See EXHIBIT INDEX

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

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.

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

and Qualigen, Inc.

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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

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

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

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

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

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

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

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

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

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

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

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

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

Form of liability classified Warrant to Purchase Common Stock

Form of “service provider” compensatory equity classified Warrant

and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc.

of Amendment to the Amended and Restated Certificate of Incorporation

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

of State on May 29, 2020

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

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

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

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

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

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

21 unchanged sentences

and NanoSynex Ltd., dated May 26, 2022

Qualigen Therapeutics, Inc.

Therapeutics, Inc.

2022 Employee Stock Purchase Plan

Amendment No.

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

Amendment No.

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

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

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

and Alpha Capital Anstalt

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

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

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

and Alpha Capital Anstalt

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.

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

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

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

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

Code of Business Conduct and Ethics

Subsidiaries of the Registrant

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

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

Insider Trading Policy

of the Registrant

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)

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.

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.

Clawback Policy

18 unchanged sentences

Therapeutics, Inc.

Executive Officer (Principal Executive Officer)

April 5, 2024

Christopher L.

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

April 5, 2024

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

Christopher L.

Lotz, and each of them individually, his true and lawful attorneys-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.

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.

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

of the Registrant and in the capacities and on the dates indicated.

of the Board, Chief Executive Officer

April 5, 2024

Executive Officer)

Christopher L.

President of Finance, Chief Financial Officer

April 5, 2024

Financial and Accounting Officer)

April 5, 2024

Kevin Richardson II

Chief Executive Officer, Chief Financial Officer and Director

Richardson II

Executive Officer and Principal Financial and Accounting Officer)

Campbell Becher

Braeden Lichti

Graydon Bensler

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