Qualigen Therapeutics Inc 2025年季度报告

Or For the transition period from _____________ to _____________ Qualigen Therapeutics, Inc.(Exact name of registrant as specified in its charter) 001-37428 (State or other jurisdictionof incorporation)(CommissionFile Number)(I.R.S. EmployerIdentification No.) (Address of principal executive offices) (Zip Code)(760)452-8111 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐ 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 Condensed Consolidated Financial Statements (Unaudited) Quantitative and Qualitative Disclosures About Market RiskControls and Procedures Defaults Upon Senior SecuritiesMine Safety Disclosures NOTE 1 —ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATESOrganizationRitter Pharmaceuticals, Inc. (the Company’s predecessor) was formed as a Nevada limited liability company on March 29, 2004 under Minnesota corporation in 1996, reincorporated to become a Delaware corporation in 1999, and then changed its name to Qualigen, Inc.in 2000. Qualigen, Inc. was a wholly-owned subsidiary of the Company. On July 20, 2023, the Company sold all of the issued andoutstanding shares of common stock of Qualigen, Inc. to Chembio Diagnostics, Inc. (“Chembio”), a wholly-owned subsidiary of Chembio (see Note 5 – Discontinued Operations). In 2022, the Company acquired a52.8% interest in NanoSynex, Ltd. (“NanoSynex”). In 2023, the Company entered into anAmendment and Settlement Agreement with NanoSynex (the “NanoSynex Amendment”), which resulted in the Company losing itscontrolling interest in NanoSynex. (see Note 5 -Discontinued Operations).Basis of PresentationCertain information or footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted December 31, 2024 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for theyear ended December 31, 2024. The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.Principles of ConsolidationThe accompanying condensed consolidated financial statements include the accounts of the Company and its former wholly-ownedand majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in within the Company’s condensed consolidated statements of changes in stockholders’ equity (deficit).As of July 20, 2023, NanoSynex was deconsolidated from these financial statements as the transactions contemplated by the Discontinued Operations On July 20, 2023, the Company completed the sale of Qualigen, Inc. to Chembio Diagnostics, Inc. The sale of Qualigen Inc.constituted a significant disposition and as such, the Company concluded that the disposition of ownership in Qualigen, Inc.represented a strategic shift that had a major effect on its operations and financial results. Therefore, Qualigen, Inc. is classified as On July 20, 2023, the Company entered into the NanoSynex Amendment, which amended the Master Funding Agreement for theOperational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, by and between the Company and NanoSynex (the“NanoSynex Funding Agreement”), a former majority owned subsidiary of the Company, to, among other things, forfeit281,000 liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of convertiblenotes, warrant liabilities, determination of the allowance for credit losses, and stock-based compensation. Actual results could varyfrom the estimates that were used. warrants to purchase shares of common stock. Fractional shares of common stock that would have otherwise resulted from the 2024Reverse Stock Split were rounded down to the nearest whole share and cash in lieu of fractional shares was paid to stockholders. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures have beenadjusted retrospectively to reflect both reverse stock splits. The number of authorized shares of common stock and the par value pershare remains unchanged. The Company considers all highly liquid investments purchased with an initial maturity of 90 days o