COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Common Stock Purchase Warrant • December 22nd, 2022 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 22, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to 2,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October [ ], 2024, between Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2018 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 30, 2018, between Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between RITTER PHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters RITTER PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned, Ritter Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Security Agreement • February 27th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to 900,016 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2024, between Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Pre-Funded Common Stock Purchase Warrant • July 9th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Common Stock Purchase Warrant • April 16th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Yi Hua Chen or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to 1,800,032 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2024Convertible Security Agreement • April 16th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS 8% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Convertible Debentures of Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 5857 Owens Avenue, Suite 300, Carlsbad, CA 92008, designated as its 8% Convertible Debenture due December 31, 2024 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
RITTER PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 24th, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of ______, _____, is by and between Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2020 between Qualigen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 24th, 2019 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 23, 2019, by and between RITTER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). This Agreement hereby amends and restates the Common Stock Purchase Agreement entered into between the parties as of May 4, 2017, as amended and restated as of March 29, 2019. Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2019 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 23, 2019, by and between RITTER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). This Agreement hereby amends and restates the Registration Rights Agreement entered into between the parties as of May 4, 2017. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
RITTER PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 7th, 2019 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 8th, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
QUALIGEN THERAPEUTICS, INC. BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • November 13th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between QUALIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services and shall become effective on November 7, 2024 (the “Effective Date”), according to the following terms and conditions:
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK QUALIGEN THERAPEUTICS, INC.Pre-Funded Warrant Agreement • September 9th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to [_____] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Placement Agency AgreementPlacement Agency Agreement • September 9th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
RITTER PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 18th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of _______, 2017 (the “Issuance Date”), between Ritter Pharmaceuticals, Inc., a Delaware corporation, with offices at 1880 Century Park East, Suite 1000, Los Angeles, CA 90067 (“Company”), and Corporate Stock Transfer, Inc., with offices at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (“Warrant Agent”).
EXECUTIVE SEVERANCE CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • May 29th, 2018 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Ritter Pharmaceuticals, Inc. (the “Company”) and John Beck (“Executive”) as of May 24, 2018.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2022 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2022, between Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
The number of shares of common stock issuable upon exercise of this Placement Agent Warrant may be less than the amounts set forth on the face hereof.Placement Agent Warrant • September 9th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This Placement Agent Warrant is issued pursuant to that certain Placement Agency Agreement, dated September 5, 2024, by and between the Company (as defined herein) and the Holder (as defined herein) (the “Placement Agency Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Placement Agency Agreement. Receipt of this Placement Agent Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
Amendment No. 1 with regard to Securities Purchase AgreementSecurities Purchase Agreement • December 7th, 2023 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) is made between the undersigned parties to that certain Securities Purchase Agreement between them dated December 21, 2022 (the “SPA”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA or in the outstanding Debenture or the outstanding Warrant (each as issued pursuant to the SPA).
CONSULTING AGREEMENTConsulting Agreement • October 24th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Qualigen Therapeutics Inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
Placement Agency AgreementPlacement Agency Agreement • October 24th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
ContractNote Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2024 between Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the Annex A hereto (including its successors and assigns, the “Investor”.
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of February 1, 2017 (the “Effective Date”), by and between Qualigen, Inc., a Delaware corporation with its principal office at 2042 Corte Del Nogal, Carlsbad, CA 92011 USA (the “Company”), and Shishir K. Sinha (the “Executive”), whose address is 8054 Paseo Avellano, Carlsbad, CA 92009.
LEASELease • November 10th, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LEASE (“Lease”), dated for reference purposes only July 1, 2015, is made by and between Century Park, a California Limited Partnership (“Landlord”) and Ritter Pharmaceuticals, Inc. (“Tenant”), upon the following terms and conditions:
Unaudited Pro Forma Condensed Consolidated Financial InformationStock Purchase Agreement • July 26th, 2023 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
On July 20, 2023 (the “Closing Date”), Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement (the “Purchase Agreement”) with Chembio Diagnostics, Inc. (the “Buyer”), Biosynex, S.A. (“Biosynex”), and Qualigen, Inc., a wholly-owned subsidiary of the Company (the “Subsidiary”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Buyer all of the issued and outstanding shares of common stock (collectively, the “Shares”) of the Subsidiary, which was the legal entity operating the Company’s FastPack™ diagnostics business (the “Transaction”). The Transaction closed on July 20, 2023. Following the consummation of the Transaction, the Subsidiary became a wholly-owned subsidiary of the Buyer.
Form of Lock-Up AgreementLock-Up Agreement • October 24th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
RITTER PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 28th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of _______, 2017 (the “Issuance Date”), between Ritter Pharmaceuticals, Inc., a Delaware corporation, with offices at 1880 Century Park East, Suite 1000, Los Angeles, CA 90067 (“Company”), and Corporate Stock Transfer, Inc., with offices at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (“Warrant Agent”).
ContractSecurity Agreement • July 15th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Florida
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
