Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.

On April 20, 2023, Qualigen Therapeutics, Inc. (the "Company") received a notice (the "Notice") from the Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of the Company's delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K"), the Company is no longer in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the "SEC").

The Notice states that, under Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan (the "Plan") to regain compliance with Nasdaq's continued listing requirements (the "Plan Deadline"). If the Plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to regain compliance. The Company can also regain compliance with Nasdaq's continued listing requirements at any time prior to the Plan Deadline by filing the Form 10-K, along with any subsequent periodic reports that may become due, and by continuing to comply with Nasdaq's other continued listing requirements. The notification letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

The Company intends to file the Form 10-K as soon as practicable and prior to the Plan Deadline? however, no assurance can be given as to the definitive date on which the Form 10-K will be filed.

On April 21, 2023, the Company issued a press release regarding the notice received from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.





Forward Looking Statements

This report contains forward-looking statements. Any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the expected timing for the filing of the Form 10-K and the Company's ability to regain compliance with Nasdaq's requirements for continued listing. These statements are subject to risks and uncertainties, and actual results may differ materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.       Description

99.1        Press Release dated April 21, 2023 issued by Qualigen Therapeutics,
          Inc.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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