COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Qualigen Therapeutics, Inc. • February 27th, 2024 • 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”).
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.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).
FORM OF) SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2021 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This 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% SENIOR CONVERTIBLE DEBENTURE DUE DECEMBER 22, 2025Qualigen Therapeutics, Inc. • December 22nd, 2022 • Pharmaceutical preparations • New York
THIS 8% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Convertible Debentures of Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2042 Corte de Nogal, Carlsbad, CA 92011, designated as its 8% Senior Convertible Debenture due December 22, 2025 (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
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 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
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”).
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”).
Form of Representative’s Warrant AgreementRitter Pharmaceuticals Inc • May 8th, 2015 • 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].
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”).
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:
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”).
COMMON STOCK PURCHASE WARRANT qualigen THERAPEUTICS, inc.Qualigen Therapeutics, Inc. • May 29th, 2020 • Pharmaceutical preparations • New York
THIS 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
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 SEVERANCE CHANGE IN CONTROL AGREEMENTChange 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 1st, 2021 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
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).
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”).
Unaudited Pro Forma Condensed Consolidated Financial InformationQualigen Therapeutics, Inc. • July 26th, 2023 • 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.
ContractRitter Pharmaceuticals Inc • March 23rd, 2015 • 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.
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.
COMMON STOCK PURCHASE WARRANT qualigen therapeutics, inc.Qualigen Therapeutics, Inc. • April 16th, 2024 • 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).
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:
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”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS 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
This 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
This 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.
CONSULTING AGREEMENTConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is entered into as of this 22nd day of May, 2020 (the “Effective Date”) by and between Qualigen Therapeutics, Inc. (formerly known as Ritter Pharmaceuticals, Inc.), at 2042 Corte Del Nogal, Carlsbad, California 92011 (the “Company”), and CFB Financial, Inc., at 2360 Nabal Street, Escondido, California 92025 (“Consultant”). Company and the Consultant are collectively referred to herein as the “Parties.”
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”).
DISTRIBUTION AND DEVELOPMENT AGREEMENTDistribution and Development Agreement • March 13th, 2020 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Distribution and Development Agreement (this “Agreement”) is made and entered into as of May 1, 2016 by and between Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (“Sekisui”), and Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (“Qualigen” and together with Sekisui, each a “Party” and together the “Parties”).
Ira E. RitterRitter Pharmaceuticals Inc • May 22nd, 2015 • Pharmaceutical preparations • California
