Statement of Changes in Beneficial Ownership (4)
May 27 2020 - 6:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Poirier Michael S. |
2. Issuer Name and Ticker or Trading Symbol
Qualigen Therapeutics, Inc.
[
QLGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO. |
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(Last)
(First)
(Middle)
C/O QUALIGEN THERAPEUTICS, INC.,, 2042 CORTE DEL NOGAL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2020 |
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(Street)
CARLSBAD, CA 92011
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1)(2) | 5/22/2020 | | J(2) | | 169192 | A | (2) | 169192 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant (Right to Buy) (3) | $2.0663 | 5/22/2020 | | J | | 22142 | | 5/22/2020 | 1/31/2024 | Common Stock | 22142 | (3) | 22142 | D | |
| Warrant (Right to Buy) (3) | $2.0663 | 5/22/2020 | | J | | 29847 | | 5/22/2020 | 8/2/2024 | Common Stock | 29847 | (3) | 29847 | D | |
| Warrant (Right to Buy) (3) | $2.5405 | 5/22/2020 | | J | | 22142 | | 5/22/2020 | 3/2/2025 | Common Stock | 22142 | (3) | 22142 | D | |
| Warrant (Right to Buy) (3) | $2.5405 | 5/22/2020 | | J | | 14437 | | 5/22/2020 | 9/22/2026 | Common Stock | 14437 | (3) | 14437 | D | |
| Explanation of Responses: |
| (1) | On May 22, 2020, a reverse merger transaction between the Issuer and Qualigen, Inc. ("Qualigen") was consummated such that Qualigen became a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to and effective as of the closing of the Merger (the "Closing"), the Reporting Person became an officer and director of the Issuer. |
| (2) | Immediately prior to the Closing, the Reporting Person was a stockholder of Qualigen. Pursuant to the Merger, the shares of Qualigen common stock previously held by the Reporting Person were converted into 169,192 shares of common stock of the Issuer. |
| (3) | Pursuant to the Merger, Qualigen Series C convertible preferred stock warrants previously held by the Reporting Person were assumed by the Issuer and may be exercised solely for shares of common stock of the Issuer. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Poirier Michael S.
C/O QUALIGEN THERAPEUTICS, INC.,
2042 CORTE DEL NOGAL
CARLSBAD, CA 92011 | X |
| Chairman, President & CEO. |
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Signatures
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| /s/ Hayden Trubitt, Attorney-in-Fact for Michael S. Poirier | | 5/27/2020 |
| **Signature of Reporting Person | Date |
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