SCHEDULE: Faraday Future Takes 8% Stake in Qualigen, Gains Board Seats

Faraday Future Intelligent Electric Inc. has acquired an 8.0% stake in Qualigen Therapeutics, Inc. and secured significant corporate governance rights, including board representation and a Co-Chief Executive Officer role.

Summary

• Faraday Future Intelligent Electric Inc. (Reporting Person) acquired 248,722 shares of Qualigen Therapeutics, Inc.'s (Issuer) Common Stock.
• This acquisition represents approximately 8.0% of Qualigen's outstanding Common Stock, based on 3,096,565 shares outstanding as of September 30, 2025.
• The shares were acquired through a private placement offering via a Subscription Agreement dated September 19, 2025, at a purchase price of $2.246 per Common Share.
• Faraday Future will designate up to four individuals to Qualigen's Board of Directors, with two initial appointments (Jie Sheng and Chad Chen) concurrent with the closing.
• Faraday Future will also designate an individual (Jiawei Wang or another) as Co-Chief Executive Officer of Qualigen, with exclusive control over the company's cryptocurrency-related business and the Treasury Reserve Policy.
• Qualigen will adopt a Treasury Reserve Policy, making cryptocurrencies the primary treasury reserve asset, subject to market conditions and oversight by the FF-Appointed Co-CEO.
• Qualigen will reimburse Faraday Future for up to $500,000 in legal, accounting, and professional fees related to the private placement.
• The transaction is contingent on the closing of other subscriptions, plus this subscription, for an aggregate Purchase Price of at least $[ ] million (specific amount not detailed in the filing).
• Qualigen intends to use the net proceeds to purchase a pool of cryptocurrencies and for general corporate purposes, including up to $1,400,000 for general corporate purposes in the six months post-closing, and up to $4,000,000 for debt satisfaction, common stock redemption, or litigation settlement.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic shift for Qualigen into the cryptocurrency space, backed by a notable investment and governance influence from Faraday Future. This could unlock new growth avenues but also introduces substantial new risks. The investment provides capital and strategic direction, which is positive, but the inherent volatility of crypto and the unusual governance structure warrant caution.

Positives

• Faraday Future's investment provides Qualigen with capital for general corporate purposes and to establish a new cryptocurrency-related business.
• The Lead Investor Agreement grants Faraday Future significant influence over Qualigen's strategic direction, particularly in the new crypto business, through board seats and a Co-CEO role.
• Qualigen will reimburse Faraday Future for up to $500,000 in professional fees, reducing Faraday Future's transaction costs.
• The Lead Investor has the right to participate in future financings to maintain its beneficial ownership percentage.

Negatives

• The specific aggregate purchase price for the private placement is not fully disclosed (placeholder `$[ ] million` in the Subscription Agreement).
• The filing indicates potential use of up to $4,000,000 for debt satisfaction, common stock redemption, or litigation settlement, which could indicate existing financial or legal challenges for Qualigen.
• The significant governance changes, including a Co-CEO with exclusive control over a new business segment, could lead to potential conflicts or operational complexities.
• The shift to a cryptocurrency-related business introduces new, potentially volatile, risks for Qualigen.

Risks

• Cryptocurrency Volatility: Qualigen's new treasury reserve policy and business focus on cryptocurrencies expose it to the inherent volatility and risks associated with digital assets.
• Integration Risk: Integrating a new Co-Chief Executive Officer with exclusive control over a new business segment (crypto) alongside existing management for the medical business could lead to operational challenges or conflicts.
• Stockholder Approval Risk: The implementation of certain governance changes (e.g., full board expansion, equity incentive pool increase) is contingent upon Qualigen's stockholder approval, which may not be obtained.
• Regulatory Risk: The cryptocurrency business is subject to evolving and uncertain regulatory environments, which could impact Qualigen's operations and financial performance.
• Dilution Risk: Future capital raises or the conversion of preferred stock could dilute existing shareholders.
• Litigation Risk: Up to $4,000,000 of proceeds may be used for settlement of outstanding litigation, indicating existing legal exposures.

Future Outlook

Qualigen intends to use proceeds to establish a new cryptocurrency-related business and facilitate the purchase of additional cryptocurrency, aligning with a new Treasury Reserve Policy. Faraday Future may acquire additional shares or securities of Qualigen in the future.

Management Comments

• The Reporting Person is filing this statement to report that it has acquired the Shares for general investment purposes pursuant to the Subscription Agreement.
• The Reporting Person intends to review its investment in the Issuer on a continuing basis and may decide at any time to increase the size of its investment in the Issuer in the open market, in privately negotiated transactions or otherwise.
• The Issuer intends to use the net proceeds of the sale of Securities to facilitate the purchase of a pool of cryptocurrencies to the extent consistent with the Issuers investment policy, as amended or otherwise modified from time to time, and general corporate purposes.
• The FF-Appointed Co-Chief Executive Officer shall be solely responsible for all business operations of the Company, including crypto-related businesses, except for the Companys medical-related business.
• The FF-Appointed Co-Chief Executive Officer shall have sole access to all crypto-related accounts of the Company.

Industry Context

This transaction signals Qualigen's strategic pivot or diversification into the cryptocurrency sector, moving beyond its traditional medical-related business. This could be an attempt to capitalize on the growing interest in digital assets, potentially mirroring trends seen in other companies exploring blockchain or crypto integrations. Faraday Future, an electric vehicle company, investing in a therapeutics company with a new crypto focus, suggests a cross-industry strategic play, possibly to leverage Qualigen's public listing for crypto ventures or to diversify its own holdings.

Comparison to Industry Standards

• The move by Qualigen to adopt cryptocurrencies as a primary treasury reserve asset is a significant departure from standard practices for a therapeutics company, which typically hold cash and traditional liquid investments. This strategy is more akin to companies like MicroStrategy, which has aggressively adopted Bitcoin as a primary treasury asset, rather than typical biotech firms.
• The appointment of a Co-Chief Executive Officer with exclusive control over a specific business segment (crypto) is an unusual governance structure, potentially creating a dual leadership model that differs from conventional corporate management, where CEOs typically have overarching authority.
• Faraday Future's 8.0% stake, combined with significant board representation and a Co-CEO role, indicates a strategic investment with substantial influence, rather than a passive minority stake. This level of influence is comparable to activist investor positions or strategic partnerships where a minority shareholder gains disproportionate control.

Management Changes

Corporate Governance

Legal Proceedings

• The filing mentions that up to $4,000,000 of the proceeds may be used for the "settlement of any outstanding litigation," indicating existing legal proceedings, but no specific details are provided.

Related Party Transactions

• Faraday Future Intelligent Electric Inc. (Reporting Person) is now a significant shareholder and has entered into a Subscription Agreement, Lead Investor Agreement, and Registration Rights Agreement with Qualigen Therapeutics, Inc. These agreements define the terms of the investment, corporate governance changes, and future rights, making them related party transactions.

Stakeholder Impact

• Shareholders (Qualigen): Potential for significant dilution from the private placement and future equity incentive plan. Strategic shift to crypto introduces new risk/reward profile. Governance changes mean less control for existing shareholders.
• Shareholders (Faraday Future): Diversification of investment, potential for strategic synergies or new revenue streams through Qualigen's crypto pivot.
• Employees (Qualigen): New management (Co-CEO, CFO) and strategic direction (crypto business) could lead to organizational restructuring or new opportunities.
• Customers (Qualigen medical business): Unclear direct impact, but potential for resources to be diverted to the crypto business.
• Creditors (Qualigen): Proceeds may be used to satisfy existing debt, which could be positive for creditors.

Next Steps

• Qualigen to obtain Stockholder Approval for governance changes and equity incentive pool increase within 40-70 days of September 18, 2025.
• Qualigen to appoint Jie Sheng and Chad Chen as directors concurrent with the closing.
• Qualigen to appoint Jiawei Wang (or designee) as Co-Chief Executive Officer and Koti Meka (or designee) as Chief Financial Officer concurrent with the closing.
• Qualigen to adopt a Treasury Reserve Policy making cryptocurrencies a primary treasury reserve asset.
• Qualigen to negotiate and enter into an advisory agreement with Mr. YT Jia as Chief Advisor within 60 days of the closing.
• Qualigen to file a Shelf Registration Statement for resale of Registrable Securities by the Company Filing Deadline (45 days from September 18, 2025).
• Faraday Future may acquire additional shares or securities of Qualigen.
• Holders of Qualigen Series A-2 and A-3 preferred stock have a 90-day window preceding the first anniversary of the closing to exchange their shares for Faraday Future common stock.

Key Dates

Recommendation

This filing details a significant strategic pivot for Qualigen Therapeutics, backed by a substantial investment and governance influence from Faraday Future. While the capital infusion and new direction into the cryptocurrency space could offer growth opportunities, the inherent volatility and regulatory uncertainty of crypto, combined with the unusual dual-CEO structure, introduce considerable risk. The investment from Faraday Future is a positive, but the long-term success of this new strategy is highly speculative. Investors should hold to observe the execution of the new crypto strategy and the integration of the new management and board members before making further investment decisions.

Keywords

Qualigen Therapeutics, Faraday Future, SEC filing, Schedule 13D, private placement, common stock, preferred stock, corporate governance, board of directors, Co-Chief Executive Officer, cryptocurrency, treasury reserve, investment, equity, financial reporting, risk management, QLGN, FFIE