Business Context and Reporting Period
This Form 8-K is filed by Qualigen Therapeutics, Inc. (not Aixcrypto Holdings, Inc.) for the reporting date of August 21, 2025. The filing discloses the entry into a material definitive agreement and the creation of a direct financial obligation involving a subsidiary or related entity, Marizyme, Inc.
Key Financial Metrics and Obligations
- Debt Obligation: Entered into an Amended and Restated Secured Demand Promissory Note with a principal balance of $4,451,462.18.
- Interest Rate: 18% per annum, increasing to 23% per annum upon an event of default.
- Maturity: Full principal and accrued interest due in a single balloon payment on August 21, 2026.
- Recent Equity Financing: Consummated a private placement of Series A-3 Preferred Stock on July 28, 2025, generating net proceeds of $4,257,937.50.
- Liquidity Position: Management states total shareholders' equity is believed to be more than $2.5 million as of the report date.
- Collateral: Marizyme granted a security interest in substantially all of its assets (including IP, equipment, and accounts) to secure the note.
Material Changes and Transaction Details
The filing details the amendment of a prior promissory note originally issued on July 12, 2024. The new principal balance of $4,451,462.18 reflects the outstanding balance of the prior note, accrued unpaid interest, and an additional advance of $216,000 made on the date of the amendment. The Company has agreed to conditionally forbear from demanding payment for 365 days unless a default occurs.
Outlook, Risks, and Management Commentary
- Default Risk: The note is subject to earlier demand upon an event of default, which triggers a 5% penalty increase in the interest rate.
- Financial Position: A pro forma balance sheet as of June 30, 2025, incorporating the private placement and the amended note, is filed as Exhibit 99.1.
- Management Statement: The Interim CEO signed the report on August 27, 2025, affirming the company's equity position exceeds $2.5 million.
Investor Verification Checklist
- Verify the full text of the Amended Note and Security Agreement (Exhibit 10.1) to understand specific default triggers and covenants.
- Review the Pro Forma Balance Sheet (Exhibit 99.1) to assess the company's liquidity and solvency post-transaction.
- Confirm the relationship between Qualigen Therapeutics and Marizyme, Inc., specifically whether Marizyme is a consolidated subsidiary or an affiliate, to understand the scope of the security interest.
- Monitor the company's ability to service the 18% interest rate and the $4.45 million balloon payment due in August 2026.