FFR 8-K
FF EAI Robotics Ecosystem Inc. (FFR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| The
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 14, 2025, Qualigen Therapeutics, Inc. (the “Company”) filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Qualigen Therapeutics, Inc.” to “AIxCrypto Holdings, Inc.” Pursuant to Delaware law, a shareholder vote was not necessary to effectuate the name change and it does not affect the rights of the Company’s shareholders. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the name change, the Company intends for its common stock to cease trading under the ticker symbol “QLGN” and begin trading under its new ticker symbol, “AIXC”, on the Nasdaq Capital Market, as promptly as possible.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 12, 2025, Qualigen Therapeutics, Inc. (the “Company”) held it 2025 annual special meeting of stockholders (the “Meeting”). At the Meeting, 3,282,364 shares of voting stock, or approximately 60.17% of the outstanding shares of stock entitled to vote at the meeting, were represented by proxy or in person, representing a quorum.
With a quorum present, a majority of the Company’s outstanding voting stock approved the following proposals: (i) the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction; (ii) the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap; (iii) the Company’s 2025 Equity Incentive Plan; and (iv) the adjournments or postponements of the Meeting or to transact such other business as may ne properly brought before the Meeting. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 20, 2025.
The voting results of the shares of the Company’s voting stock for each proposal are set forth below:
Proposal 1 – The Offering and Related Transactions Proposal - To approve, pursuant to Nasdaq Rule 5635(a) and (b), the transactions provided for in that certain Subscription Agreement dated September 19, 2025, between the Company and certain investors, and related agreements, including the issuance of 337,432 shares of the Company’s common stock and 39,943 shares of the Company’s Series B Convertible Preferred Stock sold in a private placement transaction:
| Votes For | Votes Against | Votes Abstained | ||
| 3,268,951 | 13,149 | 264 |
Proposal 2 – Issuance Proposal – To approve, pursuant to Nasdaq Rule 5635(d), the issuance of shares of the Company’s common stock upon the conversion of the Series B Convertible Preferred Stock in excess of the 19.99% share exchange cap contained therein.
| Votes For | Votes Against | Votes Abstained | ||
| 3,254,377 | 27,744 | 243 |
Proposal 3 – 2025 Equity Incentive Plan Proposal – To approve the Company’s 2025 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | ||
| 3,251,939 | 30,166 | 259 |
Proposal 4 – Adjournment Proposal – To approve adjournments or postponements of the Meeting or to transact such other business as may be properly brought before the Meeting
| Votes For | Votes Against | Votes Abstained | ||
| 3,254,633 | 10,957 | 16,774 |
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
| Item 8.01 | Other Events. |
On November 16, 2025, the Company issued a press release announcing the name and symbol change and other business updates. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d)
| Exhibit Number |
Description | |
| 3.1 | Certification of Amendment to Certificate of Incorporation | |
| 99.1 | Press Release dated November 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUALIGEN THERAPEUTICS, INC. | ||
| Date: November 17, 2025 | By: | /s/ Kevin A. Richardson II |
| Name: | Kevin A. Richardson II | |
| Title: | Co-Chief Executive Officer | |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO
THE
CERTIFICATE OF INCORPORATION
OF
QUALIGEN THERAPEUTICS, INC.
(Pursuant to Section 242 of the
Delaware General Corporation Law)
Qualigen Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
| 1. | Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation of the Corporation, as amended (the “Charter”). |
| 2. |
Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows: |
| ARTICLE I of the Charter, as amended, is hereby amended and restated in its entirety to read as follows: |
FIRST: The name of the corporation is AIxCrypto Holdings, Inc.
| 3. | This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and the stockholders in accordance with the provisions of Section 242 of the DGCL. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 14th day of November, 2025
| QUALIGEN THERAPETUICS, INC. | ||
| By: | /s/ Kevin A. Richardson | |
| Name: | Kevin A. Richardson II | |
| Title: | Co-Chief Executive Officer | |
EXHIBIT 99.1
Qualigen Therapeutics Stockholders Approve All Proposals with Majority Vote; Company to Rebrand as AIxCrypto Holdings, Inc. (Nasdaq: AIXC) Following November 20 Nasdaq Ceremony and Announces Transition into AI × Web3 Strategy
| ● | Shareholders approved all proposals, confirming Faraday Future Intelligent Electric Inc. (“Faraday Future”) as the Company’s new majority and controlling shareholder. | |
| ● | Faraday Future will nominate a majority of board seats prior to November 20 as part of the Company’s strategic transformation. | |
| ● | The Company will host an official renaming and ticker activation ceremony at Nasdaq Headquarters in New York on November 20, adopting the new ticker symbol AIXC. | |
| ● | During the ceremony, the Company will unveil a new business model, ecosystem structure, and three-year development roadmap positioning AIxCrypto as a leading gateway to the AI × Web3 era. | |
| ● | The transition introduces cross-ecosystem enablement between the two companies. |
Carlsbad, CA (November 16, 2025) — Qualigen Therapeutics, Inc. (NASDAQ: QLGN) (“Qualigen” or the “Company”) today announced the certified voting results of its Special Meeting of Stockholders. All proposals passed with majority approval.
As a result of the approved actions, Faraday Future is expected to become the Company’s majority and controlling shareholder with an estimated 55% direct equity ownership. Including affiliated stockholders such as YT Jia and Jerry Wang, this increases this amount to approximately 63%.
Faraday Future will designate the majority of the reconstituted Board of Directors. Governance restructuring will be completed ahead of the Company’s planned public renaming on November 20 to support execution of the new strategic direction.
The Company will officially adopt its new corporate name AIxCrypto Holdings, Inc. (NASDAQ: AIXC) on November 20, 2025, and will host a renaming and ticker-activation ceremony at Nasdaq in New York. During the event, the Company will also unveil its full strategic transformation plan and announce the newly structured Board of Directors, including the incoming Chairperson. As part of the ceremony, AIxCrypto will present its new business framework, ecosystem architecture, and three-year development roadmap. AIxCrypto aims to position itself as the world’s premier gateway to the emerging AI × Web3 era.
This brand evolution signifies more than a change in name — it marks a strategic shift from traditional biotechnology into a Web3-driven decentralized artificial intelligence technology platform.
The transformation is expected to establish a reciprocal strategic enablement dynamic between AIxCrypto and Faraday Future, accelerating innovation, ecosystem integration, and long-term value creation. Additional details will be presented during the November 20 event.
This renaming symbolizes a comprehensive upgrade of company identity, business model, technology strategy, and ecosystem positioning. It reflects the Company’s definitive transition into a cross-disciplinary technology enterprise focused on decentralized AI (DeAI), Web3 asset infrastructure, and intelligent trading systems.
Major Strategic Blueprint to Be Announced: Defining a New Technology and Capital Growth Curve
During the November 20 ceremony, the Company will formally introduce its new business framework, ecosystem roadmap, and three-year development strategy. AIxCrypto is committed to defining the world’s leading gateway to the AI × Web3 era. Further details will be announced to investors and global markets during the November 20 event.
“This is more than a renaming — it represents a complete evolution of company identity, technology capability, asset infrastructure, and global user ecosystem positioning,” said Jerry Wang, Co-CEO of Qualigen Therapeutics.
Approved Proposals Include:
| ● | Subscription Agreement Approval under Nasdaq Rules 5635(a) and 5635(b), authorizing issuance of 337,432 common shares and 39,943 Series B convertible preferred shares. | |
| ● | Approval to Exceed Nasdaq’s 19.99% Issuance Threshold under Rule 5635(d). | |
| ● | 2025 Equity Incentive Plan, including evergreen provision, supporting long-term talent retention and alignment with shareholder interests. | |
| ● | Authorization to Adjourn the Meeting, if needed, for additional voting matters. |
With these approvals and governance updates completed, the Company enters a new execution phase aligned with its technology, growth, and capital markets strategy as AIxCrypto.
About Qualigen Therapeutics, Inc.
Qualigen Therapeutics, Inc. (NASDAQ: QLGN) is a biotechnology company based in Carlsbad, California, specializing in the development and commercialization of innovative oncology and immunology therapies. The company is also actively expanding into crypto asset and Web3 strategies, integrating cutting-edge technology with capital market innovation to accelerate global growth and ecosystem expansion.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company may in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. The Company’s forward-looking statements are based on current beliefs and expectations of its management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding the timing of the offering. Any or all of the forward-looking statements may turn out to be wrong or be affected by assumptions the Company makes that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to the Company’s ability to regain compliance with Nasdaq’s continued listing requirements, or otherwise in the future, or otherwise maintain compliance with any other listing requirement of The Nasdaq Capital Market, the potential de-listing of the Company’s shares from The Nasdaq Capital Market due to its failure to comply with the Nasdaq’s continued listing requirement, or its alternatives, or otherwise in the future, and the other risks set forth in the Company’s filings with the Securities and Exchange Commission, including in its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by the Company’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this news release. The Company disclaims any intent or obligation to update these forward-looking statements beyond the date of this news release, except as required by law. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investor & Media Contact:
Investor Relations Department
Qualigen Therapeutics, Inc.
5857 Owens Avenue, Suite 300, Carlsbad, CA 92008
Tel: +1 (760) 452-8111
Email: [email protected]