SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lotz Christopher L.

(Last) (First) (Middle)
C/O QUALIGEN THERAPEUTICS, INC.,
2042 CORTE DEL NOGAL

(Street)
CARLSBAD CA 92011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Qualigen Therapeutics, Inc. [ QLGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP of Finance, CFO.
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 05/22/2020 J(2) 9,841 A (2) 9,841 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 05/22/2020 J 22,142 05/22/2020 01/31/2024 Common Stock 22,142 (3) 22,142 D
Warrant (Right to Buy)(3) $2.0663 05/22/2020 J 29,847 05/22/2020 08/02/2024 Common Stock 29,847 (3) 29,847 D
Warrant (Right to Buy)(3) $2.5405 05/22/2020 J 22,142 05/22/2020 03/02/2025 Common Stock 22,142 (3) 22,142 D
Warrant (Right to Buy)(3) $2.5405 05/22/2020 J 3,543 05/22/2020 09/22/2026 Common Stock 3,543 (3) 3,543 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 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 9,841 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.
/s/ Hayden Trubitt, Attorney-in-Fact for Christopher L. Lotz 05/27/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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