COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Qualigen Therapeutics, Inc. • April 16th, 2024 • Pharmaceutical preparations
Company FiledApril 16th, 2024 IndustryTHIS 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 27th, 2024 Company Industry JurisdictionThis 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2018 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations
Contract Type FiledNovember 9th, 2018 Company IndustryThis 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
Contract Type FiledOctober 4th, 2017 Company Industry JurisdictionThe 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.Common Stock Purchase Warrant • December 22nd, 2022 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledDecember 22nd, 2022 Company IndustryTHIS 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).
FORM OF) SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2021 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledDecember 1st, 2021 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2021, 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”).
8% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2024Qualigen Therapeutics, Inc. • April 16th, 2024 • Pharmaceutical preparations • Delaware
Company FiledApril 16th, 2024 Industry JurisdictionTHIS 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTQualigen Therapeutics, Inc. • June 2nd, 2022 • Pharmaceutical preparations
Company FiledJune 2nd, 2022 IndustryTHIS 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 set forth above (the “Initial Exercise Date”) and 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 3,314,641 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
RITTER PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 24th, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Contract Type FiledApril 24th, 2015 Company Industry JurisdictionThis 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”).
AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 24th, 2019 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
Contract Type FiledJuly 24th, 2019 Company Industry JurisdictionThis 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
Contract Type FiledJuly 24th, 2019 Company Industry JurisdictionThis 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”).
Form of Representative’s Warrant AgreementRitter Pharmaceuticals Inc • May 8th, 2015 • Pharmaceutical preparations • New York
Company FiledMay 8th, 2015 Industry JurisdictionTHIS 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].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 29th, 2020 Company Industry JurisdictionThis 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”).
RITTER PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 7th, 2019 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contract Type FiledNovember 7th, 2019 Company Industry JurisdictionRitter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
COMMON STOCK PURCHASE WARRANT qualigen THERAPEUTICS, inc.Qualigen Therapeutics, Inc. • May 29th, 2020 • Pharmaceutical preparations • New York
Company FiledMay 29th, 2020 Industry JurisdictionTHIS COMMON STOCK PURCHASE WARRANT (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 first set forth above (the “Initial Exercisability Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the day which is 183 days before the Initial Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to a number of shares of Common Stock calculated such that the number of shares of Common Stock underlying the Warrant would, after giving effect to the completion of the Merger and the assumption of the associated Qualigen, Inc. warrant by the Company in connection with the Merger, be exercisable for shares of Common Stock of the Company representing __/__ of 3% of t
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Contract Type FiledMarch 23rd, 2015 Company Industry JurisdictionUnless 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 SEVERANCE CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 29th, 2018 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Contract Type FiledMay 29th, 2018 Company Industry JurisdictionTHIS 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 1st, 2021 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledDecember 1st, 2021 Company Industry Jurisdiction
Amendment No. 1 with regard to Securities Purchase AgreementSecurities Purchase Agreement • December 7th, 2023 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledDecember 7th, 2023 Company IndustryThis 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2024 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledAugust 9th, 2024 Company Industry JurisdictionThis SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [●], 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 • December 22nd, 2022 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledDecember 22nd, 2022 Company IndustryThis 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”).
RITTER PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 18th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contract Type FiledJuly 18th, 2017 Company Industry JurisdictionWARRANT 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”).
ContractRitter Pharmaceuticals Inc • March 23rd, 2015 • Pharmaceutical preparations • Delaware
Company FiledMarch 23rd, 2015 Industry JurisdictionTHIS 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.
Unaudited Pro Forma Condensed Consolidated Financial InformationQualigen Therapeutics, Inc. • July 26th, 2023 • Pharmaceutical preparations
Company FiledJuly 26th, 2023 IndustryOn 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.
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Contract Type FiledMarch 23rd, 2015 Company Industry JurisdictionUnless 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
Contract Type FiledMay 29th, 2020 Company Industry JurisdictionTHIS 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
Contract Type FiledNovember 10th, 2015 Company Industry JurisdictionTHIS 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:
RITTER PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 28th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contract Type FiledSeptember 28th, 2017 Company Industry JurisdictionWARRANT 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”).
ContractQualigen Therapeutics, Inc. • July 15th, 2024 • Pharmaceutical preparations • Florida
Company FiledJuly 15th, 2024 Industry JurisdictionTHIS 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.
MASTER SERVICE AGREEMENTMaster Service Agreement • December 31st, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 31st, 2015 Company Industry JurisdictionTHIS MASTER SERVICE AGREEMENT (“Agreement”) is effective as of December 29, 2015 (the “Effective Date”), by and between Covance Inc., having its principal place of business at 210 Carnegie Center, Princeton, New Jersey 08540 (“Covance” or “Company”) and Ritter Pharmaceuticals, Inc., having its principal place of business at 1880 Century Park E, Suite 1000, Los Angeles, California 90067 (“Sponsor”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 29th, 2020 Company Industry JurisdictionTHIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of May 22, 2020 (this “Agreement”), is entered into by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (“Parent”), John Beck in his capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”) and Andrew Ritter in his capacity as a consultant to Parent (“Consultant”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 14th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Kentucky
Contract Type FiledAugust 14th, 2020 Company Industry JurisdictionThis exclusive license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”) and is made by and between University of Louisville Research Foundation, Inc. (“ULRF”), a Kentucky 501(c)3 non-profit corporation having an office at 300 East Market Street, Suite 300, Louisville, Kentucky, 40202, as the agent of the University of Louisville (“UofL”) for licensing intellectual property owned and controlled by ULRF on behalf of UofL, and Qualigen Therapeutics, Inc. (“Licensee”), a Delaware corporation with a principal place of business at 2042 Corte Del Nogal, Carlsbad, California 92011. ULRF and Licensee are referred to herein, on occasion, separately as a “Party” or together as the “Parties”.
lock-up agreementLock-Up Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 29th, 2020 Company Industry JurisdictionThis Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Ritter Pharmaceuticals, Inc. (“Parent”), RP Merger Sub, Inc. (“Merger Sub”), and Qualigen, Inc. (“Company”), dated as of January 15, 2020, as thereafter amended. Capitalized terms used herein but not defined will have the meanings ascribed to such terms in the Merger Agreement.
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
Contract Type FiledMarch 23rd, 2015 Company Industry JurisdictionTHIS PUT AND CALL OPTION AGREEMENT dated as of November 30, 2010 (as modified, amended or restated from time-to-time, the “Agreement”) is by and between KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 236 Third Street, Baton Rouge, Louisiana 70801 (together with its successors and assigns, “KPM”), KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 73-4460 Queen Kaahumanu Highway, #121, Kailua-Kona, Hawaii, 96740 (together with its successors and assigns, “KPT”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business and mailing address at 1880 Century Park East, No. 1100, Los Angeles, California 90067 (together with its successors and assigns, “Ritter”). KPM, KPT, and Ritter are referred to collectively as the “Parties” and individually as a “Party” to this Agreement. In consideration of thei
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.Qualigen Therapeutics, Inc. • August 9th, 2024 • Pharmaceutical preparations
Company FiledAugust 9th, 2024 IndustryThis Placement Agent Warrant is issued pursuant to that certain Placement Agency Agreement, dated August [_], 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.