Qualigen Therapeutics, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

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:

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Special Meeting of Stockholders

November 12, 2025

PLEASE VOTE TODAY

Dear Stockholders:

We cordially invite you to attend the Special Meeting of Stockholders (the “Special Meeting”) of Qualigen Therapeutics, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), to be held on November 12, 2025, at 10:00 AM local time. The Special Meeting will be held in a virtual-only format via internet atwww.virtualshareholdermeeting.com/QLGN2025SM and entering the 16-digit control number included in your proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

Please see the “Questions and Answers about These Proxy Materials and Voting” in the accompanying Proxy Statement for more details.

The Special Meeting is being held for the following purposes:

The Board recommends that you vote “FOR” Proposals 1, 2, 3, and 4 and has fixed the close of business on September 22, 2025, as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Special Meeting. Further information regarding voting rights and the matters to be voted upon at the Special Meeting is presented in the accompanying Proxy Statement. A list of stockholders of record will be available for inspection at the Special Meeting and, during the 10 days prior to the Special Meeting, at our principal executive offices located at the address above.

Important Information

This Proxy Statement, with the enclosed proxy card, is being furnished to our stockholders in connection with the solicitation by our Board of proxies to be voted at our Special Meeting and at any postponements or adjournments thereof. The Company has filed with the SEC a proxy statement in connection with the Special Meeting and advises its stockholders to read the entirety of this Proxy Statement and any and all supplements and amendments thereto. This Proxy Statement and the enclosed proxy card are first being mailed to our stockholders on or about October 20, 2025.

Stockholders may obtain a free copy of This Proxy Statement and other documents filed by the Company with the SEC atwww.sec.gov. This Proxy Statement and proxy card are also available on the Company’s corporate website athttps://ir.qlgntx.com/sec-filings/.

By Order of the Board of Directors,

/s/ Kevin A. Richardson II

Kevin A. Richarson II

Co-Chief Executive Officer

Carlsbad, California

October 20, 2025

We have elected to utilize the “full set delivery”option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. Our proxy materials for the Special Meeting are being mailed to our stockholders on or about October 20, 2025. This Proxy Statement and proxy card will also be available to our stockholders atwww.proxyvote.com on that same date.

Whether or not you expect to attend the meeting electronically, please submit a proxy or voting instructions for your shares promptly using the directions in your proxy materials or on your proxy card, or, if you elected to receive printed proxy materials by mail, your proxy card, by one of the following methods: (1) over the internet by visitingwww.proxyvote.com and entering the 16-digit control number included in your proxy materials, (2) by telephone by calling the toll-free number 1-800-690-6903, or (3) by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote if you attend the meeting electronically. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

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5857 Owens Avenue, Suite 300 Carlsbad, California 92008

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD AT 10:00 A.M. PACIFIC TIME ON NOVEMBER 12, 2025