Item 1.01. Entry into a Material Definitive Agreement.
On
The closing under the Securities Purchase Agreement occurred on
Item 8.01. Other Events.
The sale described above was made pursuant to an effective shelf registration
statement on Form S-3 (File No. 333-232798) previously filed with the
On
On
As of immediately after the closing of such sale, the Company has 21,028,837 shares of outstanding common stock, 1,808 shares of outstanding Series Alpha Preferred Stock (overlying 2,444,984 shares of common stock potentially issuable upon conversion), and 13,426,421 outstanding common stock options and common stock warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
5.1 Opinion ofStradling Yocca Carlson & Rauth , a Professional Corporation 10.1** Securities Purchase Agreement, datedAugust 2, 2020 . 10.2 Placement Agency Agreement betweenQualigen Therapeutics, Inc. and A.G.P./Alliance Global Partners , datedAugust 2, 2020 . 10.3 Common Stock Purchase Warrant for 1,287,829 shares, datedAugust 4, 2020 . 10.4 Exclusive License Agreement, by and betweenQualigen Therapeutics, Inc. andUniversity of Louisville Research Foundation, Inc. dated as ofJuly 17, 2020 . 23.1 Consent ofStradling Yocca Carlson & Rauth , a Professional Corporation (included in Exhibit 5.1). 99.1 Press Release datedAugust 4, 2020 , issued byQualigen Therapeutics, Inc. .
** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedules will be furnished to theSEC upon request.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements by the
Company that involve risks and uncertainties and reflect the Company's judgment
as of the date of this release. These statements include those related to
potential future development, testing, launch of product candidates and the
expected closing of the offering. Actual events or results may differ from the
Company's expectations. For example, there can be no assurance that the Company
will successfully develop any drugs or therapeutic devices; that preclinical or
clinical development of the Company's drugs or therapeutic devices will be
successful; that future clinical trial data will be favorable or that such
trials will confirm any improvements over other products or lack negative
impacts; that any drugs or therapeutic devices will receive required regulatory
approvals or that they will be commercially successful; that patents will issue
on the Company's in-licensed patent applications; that such patents, if any, and
the Company's current owned and in-licensed patents would prevent competition;
that the Company will be able to procure or earn sufficient working capital to
complete the development, testing and launch of the Company's prospective
therapeutic products; that the Company will be able to maintain or expand market
demand and/or market share for the Company's diagnostic products generally,
particularly in view of COVID-19-related deferral of patients' physician-office
visits and FastPack reimbursement pricing challenges; that adoption and
placement of FastPack® Pro System instruments (which are the only FastPack
instruments on which the Company's SARS-CoV-2 IgG test kits can be run) will be
widespread; that the Company will be able to manufacture the FastPack Pro System
instruments and SARS-CoV-2 IgG test kits successfully; or that any
commercialization of the FastPack Pro System instruments and SARS-CoV-2 IgG test
kits will be profitable. The Company's stock price could be harmed if any of the
events or trends contemplated by the forward-looking statements fails to occur
or is delayed or if any actual future event otherwise differs from expectations.
Additional information concerning these and other risk factors affecting the
Company's business (including events beyond the Company's control, such as
epidemics and resulting changes) can be found in the Company's prior filings
with the
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