Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
common stock has been listed and traded on The Nasdaq Capital Market under the symbol “QLGN” since May 26, 2020.
Holders
of Common Stock
As
of June 24, 2025, there were 227 registered holders of record of our common stock. This figure does not reflect the beneficial
ownership of shares held in nominee name.
Stock
Transfer Agent
The
transfer agent and registrar for our common stock is Equiniti Trust Company. Its address is P.O. Box 64945, Saint Paul MN 55164-0945
and its telephone number is (800) 468-9716.
Dividend
Policy
We
do not expect to pay cash dividends in the foreseeable future. Any future decision to pay dividends will be at the discretion of our
board and will depend, among other things, on earnings, financial condition, level of indebtedness, provisions of our existing credit
agreements and other factors that our board deems relevant.
Unregistered
Sales of Securities
●
From January 2024 until June 2024, we issued a total
of 45,496 shares of common stock to the holder of the 2022 Debenture in lieu of cash for monthly redemption payments totaling $660,000
due, at a weighted average conversion price of $14.51 per share. From June 2024 until July 2024, we issued a total of 58,378 shares of
common stock upon the holder’s voluntary conversion of the remaining principal balance of the 2022 Debenture of approximately $759,000,
at a weighted average conversion price of $13.00 per share.
●
In February 2024, we issued an 8% Convertible Debenture
in the principal amount of $550,000 to an investor with a maturity date of December 31, 2024, convertible at the option of the holder
at a conversion price of $6.50 per share, subject to adjustments, which accrued interest on at the rate of 8% per annum, with a 5-year
common stock purchase warrant to purchase at $13.00 per share 18,001 shares of common stock, subject to adjustments. The investor
was also issued an option to purchase $1,100,000 in principal amount of additional 8% Convertible Debentures with similar terms,
including an additional warrant to purchase up to 36,001 shares of common stock at an exercise price of $13.00 per share. In April
2024, the option was assigned and exercised, and we issued this additional 8% Convertible Debenture in the principal amount of $1,100,000
with a conversion price of $6.50 per share and a warrant to purchase 36,001 shares of common stock at an exercise price of $13.00
per share.
●
In November 2024, we issued 1,154 shares of Series
A-2 Preferred Stock to the holder of the $1,100,000 8% Convertible Debenture in exchange for the extinguishment of the debenture
with a principal and accrued interest balance of approximately $1,154,000.
●
In September 2024, we issued 7,842 shares of common
stock upon the holder’s partial voluntary conversion of the $550,000 8% Convertible Debenture, at a weighted average conversion
price of $6.50 per share for a total of approximately $51,000 in principal. In November 2024, the remaining principal and accrued
interest balance of approximately $531,000 was repaid in cash.
●
From April 2024 until December 2024, we issued an
aggregate of $2,257,400 in notes receivable to a publicly traded entity, of which notes bear interest the rate of eighteen percent
(18%) per annum and due upon demand by the holder.
●
In July 2024, we issued a $2,000,000 Senior Note to
an institutional investor, of which note was unsecured, nonconvertible and having a maturity date of July 8, 2025, with a 18% interest
rate per annum. This Senior Note was repaid in cash in September 2024.
●
From May 2024 until July 2024, an aggregate of 31,998
shares of common stock were issued to an investor pursuant to the exercise of warrants at an exercise price of $6.50 per share.
The
issuance of the securities listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation
D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering.
The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view
to or for sale in connection with any distribution thereof.
Securities
Authorized for Issuance Under Equity Compensation Plans
See
“ Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters —Equity
Incentive Plans ” of this report which is incorporated herein by reference.
Equity
Incentive Plans
See
“ Part III Item 11, Executive Compensation ” of this report which is incorporated herein by reference.
ITEM
6. [RESERVED].
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