Qualigen Therapeutics Inc

For the period ended Sep 9, 2024. Filed Sep 10, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 9, 2024 · Filed Sep 10, 2024

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DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

Qualigen Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the Appropriate Box):

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

September 9, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Qualigen Therapeutics, Inc. (“Qualigen” or the “Company”) on Friday October 25, 2024, at 10:00 a.m. Pacific Daylight Time at 5857 Owens Avenue, Suite 300, Carlsbad, California 92008.

The attached proxy statement describes the business to be conducted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

We hope you can join us at the Annual Meeting. As a stockholder, your participation in the affairs of Qualigen is important, regardless of the number of shares you hold. Therefore, whether or not you are able to personally attend the Annual Meeting, please vote your shares as soon as possible by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or if you requested to receive printed proxy materials, your enclosed proxy card or voting instruction card if you hold your shares through a bank, broker or other financial intermediary.

Our Notice of 2024 Annual Meeting of Stockholders, proxy statement for the Annual Meeting and 2023 Annual Report on Form 10-K are available atwww.proxyvote.com.

On behalf of the board of directors, we would like to express our appreciation for your continued interest in the affairs of Qualigen Therapeutics, Inc.

Sincerely yours,

/s/ Michael S. Poirier

Michael S. Poirier

Chairman and Chief Executive Officer

QUALIGEN THERAPEUTICS, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”)

Please take notice of the following information regarding the 2024 Annual Meeting of Stockholders of Qualigen Therapeutics, Inc.:

TIME	10:00 a.m., Pacific Daylight Time on Friday, October 25, 2024
PLACE	5857 Owens Avenue, Suite 300, Carlsbad, California 92008
ITEMS OF BUSINESS	1.	To elect as directors the five nominees identified in the proxy statement;
	2.	To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
	3.	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a ratio within a range of 1-for-10 to 1-for-50, with the exact ratio to be determined by the Company’s Board and included in a public announcement (the “Reverse Stock Split Proposal”)
	4.	To approve the adjournment of the 2024 Annual Meeting of Stockholders to a later date, or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 3;
	5.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance to each of Alpha Capital Anstalt (“Alpha”) and Yi Hua Chen (“Chen”) of more than 20% of the Company’s issued and outstanding common stock pursuant to the terms and conditions of (a) the 8% Senior Convertible Debentures Due December 31, 2024, in favor of Alpha, (b) the Company’s common stock purchase warrant dated February 27, 2024 issued to Alpha, (c) the 8% Convertible Debenture Due December 31, 2024 in favor of Chen, and (d) the Company’s common stock purchase warrant dated April 12, 2024 issued to Chen.
	6.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
RECORD DATE	You are entitled to vote at the Annual Meeting and any adjournment or postponement thereof if you were a stockholder at the close of business on September 6, 2024.

We are utilizing a U.S. Securities and Exchange Commission Rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. We believe that this delivery process will reduce our environmental impact and over time lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information. If you have received a Notice of Internet Availability of Proxy Materials and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials.

Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible by telephone, via the Internet or by completing, dating, signing and returning a proxy card (as instructed in the Notice of Internet Availability of Proxy Materials) to ensure your shares are voted, or, if you hold your shares in street name, by following the instructions provided by your bank, broker or other financial intermediary. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable and voting your shares at the Annual Meeting will automatically revoke any prior vote by proxy.

By Order of the Board of Directors

/s/ Michael S. Poirier

Michael S. Poirier

Chairman and Chief Executive Officer

September 9, 2024

TABLE OF CONTENTS	Page
Questions and Answers About These Proxy Materials and the 2024 Annual Meeting of Stockholders	1
Board of Directors and Corporate Governance	6
The Board of Directors	6
Board of Directors Leadership Structure	7
Director Independence	7
Board of Directors’ Role in Risk Oversight	7
Committees of the Board of Directors	8
Stockholder Communications with the Board of Directors	10
Certain Relationships and Related Party Transactions	10
Delinquent Section 16(a) Reports	12
Executive Officers	13
Executive and Director Compensation	14
Summary Compensation Table (2023 and 2022)	14
Executive Employment Agreements	14
Stock Incentive Plan	15
Outstanding Equity Awards at 2023 Fiscal Year-End Table	18
Pay versus Performance (PVP)	18
Hedging or Offsetting Against Compensatory Securities	20
Compensation of Directors	20
Equity Compensation Plan Information	20
Ownership of the Company	21
Security Ownership of Certain Beneficial Owners and Management	21
Report of the Audit Committee	22
Relationship with Independent Registered Public Accounting Firm	23
Fees and Services of Baker Tilly US, LLP	24
Proposal 1—Election of Directors	25
Proposal 2—Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm	26
Proposal 3—Approval of Reverse Stock Split	27
Proposal 4—Adjournment Proposal	34
Proposal 5—Stock Issuance Proposal	35
Proposal 6—“Say-on-Pay” Vote	37
Other Matters	38
Householding of Proxy Materials	39
The Company’s Website	40
The Company’s Principal Executive Office	41
Additional Questions and Information Regarding the Annual Meeting and Stockholder Proposals	42
What happens if additional proposals are presented at the Annual Meeting?	42
Who will bear the cost of soliciting votes for the Annual Meeting?	42
May I propose nominees for election to the board of directors at next year’s annual meeting of stockholders?	42
May I propose other business proposals for consideration at next year’s annual meeting of stockholders?	42

PROXY STATEMENT

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