Current Report Filing (8-k)
June 26 2023 - 5:25PM
Edgar (US Regulatory)
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2023-06-20
2023-06-20
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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): June 20, 2023
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.) |
2042
Corte Del Nogal, Carlsbad, California 92011
(Address
of principal executive offices) (Zip Code)
(760)
918-9165
(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 $.001 per share |
|
QLGN |
|
The
Nasdaq Capital Market of 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
As
previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, on
May 16, 2023, Amy Broidrick, President, Chief Strategy and Operating Officer and a director
of Qualigen Therapeutics, Inc. (the “Company”), provided her resignation to the Company,
which became effective June 16, 2023 (the “Separation Date”). Ms. Broidrick’s departure was not related to any disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices. Effective as of the Separation Date,
Ms. Broidrick also resigned from all officer and director positions with the Company and its subsidiaries.
In
connection with her termination of employment, on June 20, 2023, Qualigen, Inc., a wholly-owned subsidiary of the Company,
signed a separation agreement and general release (the “Separation Agreement”) with Amy Broidrick, which became effective
after a 7 day revocation period following Ms. Broidrick’s signing, or June 24, 2023.
Under
the terms of the Separation Agreement, Qualigen, Inc. will provide Ms. Broidrick with (i) $16,636.79 in cash compensation, less applicable
withholdings for federal and state income and employment taxes, which represents Ms. Broidrick’s accrued but unpaid salary and
vacation pay through the Separation Date, and reimbursement of certain expenses incurred by Ms. Broidrick, (ii) severance in the form
of continued salary pay to Ms. Broidrick at the rate then in effect on the Separation Date ($360,000 per annum) for a period of 12 months
following the Separation Date, subject to applicable withholding, and (iii) payment or reimbursement for the cost of COBRA continuation
medical and dental insurance coverage for 12 months following the Separation Date, less any required taxes or withholdings. In addition,
Ms. Broidrick will be entitled to any rights or benefits under the Company’s employee benefit plans, to the extent earned and vested,
and will have three months from the Separation Date to exercise any vested stock options.
The
foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2023.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
June 26, 2023 |
By:
|
/s/
Michael S. Poirier |
| |
|
Michael
S. Poirier, Chief Executive Officer |
Qualigen Therapeutics (NASDAQ:QLGN)
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