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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2025
Qualigen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37428 | 26-3474527 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5857 Owens Avenue, Suite 300, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 452-8111
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | QLGN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 15, 2025, Qualigen Therapeutics, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Secured Demand Promissory Note dated August 21, 2025 (the “Amended and Restated Note”) with Marizyme, Inc. The Amendment corrects the maturity date of the Amended and Restated Note to August 21, 2026, increases the “Advance” and corresponding principal amount outstanding by $75,000, resulting in a revised outstanding principal balance of $4,526,462.18, and provides that the additional advance accrues interest at the rate set forth in the Amended and Restated Note. The Amendment also reaffirms that the Company’s obligations remain secured under the existing Security Agreement. The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is only a draft summary, and it is qualified in its entirety by reference to Exhibit 10.2, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | ||
| 10.2 | Amendment No. 1 to Amended and Restated Secured Demand Promissory Note, dated September 15, 2025, by and between Marizyme, Inc. and Qualigen Therapeutics, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUALIGEN THERAPEUTICS, INC. | ||
| Date: September 16, 2025 | By: | /s/ Kevin Richardson II |
| Name: | Kevin Richardson II | |
| Title: | Interim Chief Executive Officer | |
Exhibit 10.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED
SECURED DEMAND PROMISSORY NOTE
This Amendment No. 1 (this “Amendment”) to that certain Amended and Restated Secured Demand Promissory Note dated August 21, 2025 (the “Amended and Restated Note”), by and between Marizyme, Inc., a Nevada corporation (the “Borrower”), and Qualigen Therapeutics, Inc., a Delaware corporation (the “Lender”), is entered into as of September 15, 2025.
RECITALS
WHEREAS, Borrower and Lender entered into that certain Promissory Note dated July 12, 2024 (the “Original Note”), which was amended and restated in its entirety by the Amended and Restated Note dated August 21, 2025;
WHEREAS, as of August 21, 2025, the principal amount evidenced by the Amended and Restated Note equaled $4,451,462.18, comprised of (i) $3,775,900.20 outstanding principal under the Original Note, (ii) $459,561.98 of accrued and unpaid interest thereon, and (iii) a $216,000.00 advance;
WHEREAS, the parties desire to (i) correct the maturity date under the Amended and Restated Note and (ii) increase the “Advance” and corresponding principal amount outstanding thereunder by Seventy-Five Thousand Dollars ($75,000).
AMENDMENT
Capitalized terms used but not defined herein have the meanings set forth in the Amended and Restated Note.
| 1. | Corrected Maturity Date. The section of the Amended and Restated Note titled “Term” is hereby amended and restated in its entirety as follows: |
“Term. The term of this Note is Twelve (12) months. All unpaid principal, together with all unpaid interest and other sums due under this Note are owing, due, and payable in their entirety on August 21, 2026, which is the maturity date of this Note.”
| 2. | Increase in Advance and Principal. The “Advance” under the Amended and Restated Note is hereby increased by Seventy-Five Thousand Dollars ($75,000) (the “Additional Advance”). Accordingly, the principal amount evidenced by the Amended and Restated Note is increased by Seventy-Five Thousand Dollars ($75,000), from $4,451,462.18 to $4,526,462.18. Interest on the Additional Advance shall accrue at the rate set forth in the Amended and Restated Note. |
| 3. | No Novation. This Amendment amends the Amended and Restated Note and does not constitute a novation or release of any obligations thereunder. |
| 4. | Reaffirmation. Borrower acknowledges and agrees that the Security Agreement and each other Loan Document (as defined in the Amended and Restated Note) remain in full force and effect and continue to secure and evidence all Obligations, including, without limitation, the Additional Advance. For the avoidance of doubt, the Security Agreement secures present and future advances. |
| 5. | References. From and after the date hereof, any reference to the Amended and Restated Secured Demand Promissory Note in the Amended and Restated Note itself, in this Amendment, or in any other agreement, instrument or document shall be deemed to mean the Amended and Restated Note, as amended by this Amendment. |
| 6. | No Other Changes. Except as expressly set forth in this Amendment, the Amended and Restated Note is unmodified and shall remain in full force and effect. |
| 7. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to its conflicts of law principles. |
| 8. | Counterparts. This Amendment may be executed in counterparts (including by electronic transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. |
[SIGNATURE PAGE FOLLOWS.]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| LENDER: | ||
| QUALIGEN THERAPEUTICS, INC. | ||
| By: | /s/ Kevin A. Richardson II | |
| Name: | Kevin A. Richardson II | |
| Title: | Interim Chief Executive Officer | |
| BORROWER: | ||
| MARIZYME, INC. | ||
| By: | /s/ David Barthel | |
| Name: | David Barthel | |
| Title: | Chief Executive Officer | |