As filed with the Securities and Exchange Commission on August 11, 2016June 17, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RITTER PHARMACEUTICALS, INC.Qualigen Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

1880 Century Park East, Suite 10002042 Corte Del Nogal

Los Angeles, CA 90067Carlsbad, California 92011

(310) 203-1000(760) 918-9165

(Address, including zip code, and telephone number, including area

code of registrant’s principal executive offices)

Michael D. StepS. Poirier

Chief Executive Officer

Ritter Pharmaceuticals,Qualigen Therapeutics. Inc.

1880 Century Park East, Suite 10002042 Corte Del Nogal

Los Angeles, CA 90067Carlsbad, California 92011

(310) 203-1000(760) 918-9165

(Name, address, including zip code, and telephone number, including area

code, of agent for service)

Copies to:

Michael Sanders, Esq.Copies to:

David T. Mittelman, Esq.Wendy Grasso

Reed Smith LLP

1901599 Lexington Avenue of the Stars, Suite 700

Los Angeles, California 90067-6078New York, NY 10022-7650

(310) 734-5200(212) 521-5400

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined byRegistration Statement

(Approximate date of commencement of proposed sale to the registrant.public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [  ]box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [  ]☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [  ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

The following summary description of our capitalcommon stock and certainis based on the provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and arethe applicable provisions of the Delaware General Corporation Law. This information is qualified entirely by reference to the applicable provisions of our amended and restated certificate of incorporation and bylaws. For information on how to obtain copies of our amended and restated bylaws.certificate of incorporation and bylaws, which are exhibits to the registration statement of which this prospectus is a part, see the sections titled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus.

All share numbers have been adjusted to reflect the 1-for-7.15 reverseGeneral

Our authorized capital stock splitconsists of our common stock. Preferred share issuances referred to below are as of their date of issuance. The preferred stock described below converted into225,000,000 shares of our common stock, on a 7.15-for-1 basis prior to the closing$0.001 par value per share, and 15,000,000 shares of our initial public offering.

preferred stock, $0.001 par value per share, including 7,000 shares that have been designated as Series Alpha Preferred Stock. As of August 5, 2016, we had 8,584,661June 15, 2022, there were 38,795,541 shares of our common stock outstanding and zero shares of preferred stock outstanding. As of August 5, 2016, we also had outstanding options to acquire 2,193,877no shares of our common stock, having a weighted-average exercise price of $6.44 per share, and warrants to purchase an aggregate of 578,321 shares of our common stock.Series Alpha Preferred Stock outstanding.

Common Stock

The last reported sale price of our common stock on The Nasdaq Capital Market on June 16, 2022 was $0.58 per share.

Pursuant to the terms of our amended and restated certificate of incorporation, the holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, except on matters relating solely to terms of preferred stock. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive ratably such dividends, if any, as may be declared from time to time by the boardour Board of directorsDirectors out of funds legally available therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of our common stockstockholders will be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our common stock will have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable to our common stock.

Warrants

In December 2014, we issuedThe Alpha Warrants

The Alpha Warrants may be exercised by Alpha or its assigns, in whole or in part, at any time after May 26, 2022 and until the Alpha Warrants have been exercised in full, at an aggregateexercise price of 2,369,228 shares$0.001 per share. The Alpha Warrants may also be exercised on a cashless basis pursuant to their terms.

The terms of Series C preferred stockthe Alpha Warrant provide that such warrants may not be exercised to the extent such exercise would cause Alpha and warrants, orits affiliates to beneficially own more than 9.99% of the 2014 Warrants, to purchase a like number of shares of our common stock for aggregate gross proceeds of $3,081,893. Alloutstanding immediately after giving effect to such exercise (the “Alpha Beneficial Ownership Limitation”). Alpha may, upon 61 days’ notice to us, increase or decrease the Alpha Beneficial Ownership Limitation, provided that the Alpha Beneficial Ownership Limitation in no event exceeds 9.99% of the shares of Series C preferred stock were converted into 331,358 shares of our common stock prior to the closing of the initial public offering. Each 2014 Warrant has a term of seven years and provides for the holder to purchase each share of our common stock covered thereby at a purchase price of $9.30 per share of common stock.

In connection with the Series C Financing, all of the 2014 Notes were converted into shares of Series C preferred stock. A total of $535,000 unpaid principal plus accrued interest of $18,342 on the convertible notes converted into 567,529 shares of Series C preferred stock, which were later converted into 79,374 shares of our common stock prior to the closing of our initial public offering, and 79,374 2014 Warrants. A total of $70,000 unpaid principal plus accrued interest of $537 on a note payable was extinguished and converted into 54,259 shares of Series C preferred stock, which were later converted into 7,589 shares of our common stock prior to the closing of our initial public offering and 7,589 2014 Warrants.

Warrants to Representative in Initial Public Offering

In connection with our initial public offering, we issued to the representative of the underwriters warrants to purchase up to a total of 160,000 shares of common stock. The warrants are exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of our initial public offering, and ending on the date that is five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrants are exercisable at a per share price equal to $6.25 per share. The warrants provide for registration rights upon request, in certain cases. The demand registration right provided will not be greater than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(iv). The piggyback registration right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

Preferred Stock

Pursuant to the terms of our amended and restated certificate of incorporation, our board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition proposal.

Registration Rights

On September 15, 2008, we entered into an Investors’ Rights Agreement with certain holders of our preferred stock. Such Investors’ Rights Agreement was amended and restated on November 17, 2010. The Amended and Restated Investors’ Rights Agreement was amended on each of January 13, 2011, February 6, 2012, December 4, 2014 and June 9, 2015. The Amended and Restated Investors’ Rights Agreement, as amended, provides such holders with certain demand and piggyback registration rights with respect to shares of our common stock into which the shares of our preferred stock are convertible.

Aspire Capital Registration Rights

On December 18, 2015, we entered into a Registration Rights Agreement with Aspire Capital Fund, LLC (“Aspire Capital”), in which we agreed to file one or more registration statements as permissible and necessary to register under the Securities Act, the sale of the shares of our common stock that have been and may be issued to Aspire Capital under the common stock purchase agreement, dated December 18, 2015, by and between us and Aspire Capital (the “Purchase Agreement”). A registration statement (No. 333-208818) registering the sale of shares of our common stock that have beenoutstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Alpha Warrant.

The Alpha Warrants provide for certain adjustments to be made to such warrants in connection with stock dividends, stock splits, fundamental transactions and similar events.

The GreenBlock Warrants

The GreenBlock Warrants may be issuedexercised by GreenBlock and Mr. Nelson or their assigns, in whole or in part, at any time after January 26, 2022 and before September 14, 2023, at an exercise price of $0.60 per share. The GreenBlock Warrants may also be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering the GreenBlock Warrant Shares, or the prospectus contained in such registration statement is not available for the issuance of the GreenBlock Warrant Shares.

The terms of the GreenBlock Warrants provide that such warrants may not be exercised to Aspire Capital under the Purchase Agreement was declaredextent such exercise would cause the holder and its affiliates to beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise (the “GreenBlock Beneficial Ownership Limitation”). The holder may, upon 61 days’ notice to us, increase or decrease the GreenBlock Beneficial Ownership Limitation, provided that the holder in no event exceeds 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the GreenBlock Warrants.

The GreenBlock Warrants provide for certain adjustments to be made to such warrants in connection with stock dividends, stock splits, fundamental transactions and similar events.

The Pre-Merger Warrants

The Alpha Pre-Merger Warrants may be exercised by Alpha, or its assigns, in whole or in part, at any time after May 22, 2020 and before May 22, 2025, at an exercise price of $0.5136 per share, subject to the adjustments described therein.

The GreenBlock Pre-Merger Warrants and Nelson Pre-Merger Warrants may be exercised by their respective holder, or its assigns, in whole or in part, at any time after November 21, 2020 and before May 22, 2025, at an exercise price of $0.5136 per share, subject to the adjustments described therein.

The Pre-Merger Warrants may also be exercised on a cashless basis if at the time of exercise there is no effective byregistration statement registering the SEC on February 11, 2016.Pre-Merger Warrant Shares or the prospectus contained in such registration statement is not available for the issuance of such shares.

The terms of the Pre-Merger Warrants provide that such warrants may not be exercised to the extent such exercise would cause the holder and its affiliates to beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise (the “Pre-Merger Warrants Beneficial Ownership Limitation”). The holder may, upon 61 days’ notice to us, increase or decrease the Pre-Merger Warrants Beneficial Ownership Limitation, provided that the holder in no event exceeds 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Pre-Merger Warrants.

Anti-Takeover Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

The provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws, could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes in our management.

Delaware Statutory Business Combinations Provision. We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law or the DGCL.(the “DGCL”). Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s voting stock.

Election and Removal of Directors. Except as may otherwise be provided by the DGCL, any director or the entire board of directors may be removed, with or without cause, at an annual meeting or a special meeting called for that purpose, by the affirmative vote of the majority of the votes cast by the shares of our capital stock present in person or represented by proxy at such meeting and entitled to vote thereon, provided a quorum is present. Vacancies on our board of directors resulting from the removal of directors and newly created directorships resulting from any increase in the number of directors may be filled solely by the affirmative vote of a majority of the remaining directors then in office (although less than a quorum) or by the sole remaining director. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the election of directors.

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. Our amended and restated bylaws provide that, for nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally must be delivered not less than 90 days or more than 120 days prior tobefore the anniversary of the previous year’s annual meeting.

Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time only by the board of directors, the Chairman of the board of directors, the Chief Executive Officer or the President, subject to the rights of the holders of any series of preferred stock then outstanding.

Blank-Check Preferred Stock. Our board of directors is authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc.Equiniti Trust Company.

Stock Market Listing on Nasdaq

Our common stock is listed on The NASDAQthe Nasdaq Capital Market under the symbol “RTTR.“QLGN.”

Holders

As of June 15, 2022, there were approximately 694 holders of record of our common stock. The actual number of common stockholders is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

DESCRIPTION OF DEBT SECURITIESSELLING STOCKHOLDERS

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms weWe have summarized below will apply generally to any future debt securities we may offer pursuant toprepared this prospectus we will describeto allow the particular terms of any debt securities that we mayselling stockholders to offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control.

We may sell from time to time in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. up to 8,161,312 shares of our common stock, par value $0.001 per share (the “Resale Shares”) for their own account, consisting of (i) the 3,500,000 Consideration Shares held by Alpha, (ii) the 3,314,641 Alpha Warrant Shares issuable to Alpha upon exercise of the Alpha Warrants, (iii) the 600,000 GreenBlock Shares issuable to GreenBlock and Mr. Nelson upon the exercise of the GreenBlock Warrants, and (iv) the 746,671 Pre-Merger Warrant Shares issuable to the selling stockholders upon the exercise of the Pre-Merger Warrants. For a description of the Warrants, see “Description of Capital Stock - Warrants.”

We will issue any such senior debt securities under a senior indentureare registering the offer and sale of the Resale Shares beneficially owned by the selling stockholders to satisfy certain registration rights that we will enter intogranted the selling stockholders in connection with a trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the dateissuance of the indenture. We useConsideration Shares and the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.Warrants.

The following summariestable sets forth (i) the name of material provisionseach selling stockholder, (ii) the number of shares beneficially owned by each of the senior debt securities,respective selling stockholders, including the subordinated debt securitiesConsideration Shares and the indenturesWarrant Shares, (iii) the number of Consideration Shares and Warrant Shares that may be offered under this prospectus and (iv) the number of shares of our common stock beneficially owned by the selling stockholders assuming all of the Consideration Shares and Warrant Shares covered hereby are subjectsold.

The number of shares of common stock set forth in the following table for any selling stockholder does not take into account the exercise limitations set forth in the Warrants and described under “Description of Capital Stock-Warrants.” Accordingly, the number of shares of common stock set forth in the following table for any stockholder may exceed the number of shares of common stock that it could own beneficially at any given time as a result of its ownership of Warrants. As a result, the actual number of Warrant Shares that may be issued to and qualifiedsold by the selling stockholders could be materially less or more than the estimated numbers in their entiretythe column titled “Number of Shares Being Offered” depending on factors which cannot be predicted by reference to, allus at this time. In addition, we do not know how long the provisionsselling stockholders will hold the Consideration Shares or Warrant Shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any Consideration Shares or Warrant Shares.

Except as described in this prospectus, none of the indenture applicableselling stockholders has, or during the three years prior to the date of this prospectus has had, any position, office or other material relationships with us or any of our predecessors or affiliates. To our knowledge, except as set forth in the table below, none of the selling stockholders are broker-dealers or are affiliated with a particular seriesbroker-dealer, nor at the time of debt securities.the acquisition did any selling stockholders have direct or indirect agreements or understandings with any person to distribute any common stock, including the Consideration Shares and the Warrant Shares.

The information set forth in the table below is based upon information obtained from the selling stockholders. Beneficial ownership of the selling stockholders is determined in accordance with Rule 13d-3(d) under the Exchange Act. The percentage of shares beneficially owned after the offering is based on 43,456,853 shares of our common stock outstanding as of June 15, 2022, after giving effect to the issuance of 4,661,312 Warrant Shares assuming full exercise of the Warrants.

As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a prospectus supplement, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive Resale Shares in any non-sale transfer after the date of this prospectus.

(1) Includes the 3,500,000 Consideration Shares and 417,370 shares of common stock issuable upon the exercise of the Alpha Pre-Merger Warrants and other warrants held by Alpha. This number does not include the Alpha Warrant Shares or 5,052,624 shares of common stock issuable upon the exercise of other warrants held by Alpha that may not be exercised to the extent that such exercise will result in Alpha (and its affiliates) beneficially owning more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise. The address of Alpha Capital Anstalt is Altenbach 8, 9490 Vaduz, Liechtenstein.

(2) This number does not include 576,342 shares of common stock issuable upon the exercise of warrants that will continue to be held by Alpha after this offering that may not be exercised to the extent that such exercise will result in Alpha (and its affiliates) beneficially owning more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise.

(3) The address of GreenBlock Capital LLC is 420 Royal Palm Way, Suite 100, Palm Beach, FL 33480.

(4) The address for Mr. Nelson is 420 Royal Palm Way, Suite 100, Palm Beach, FL 33480.

GeneralPLAN OF DISTRIBUTION

Each indenture will provideWe are registering the Consideration Shares and Warrant Shares issuable upon the exercise of the Warrants that debt securities may be issuedsold by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the Resale Shares. We will bear all fees and expenses incident to our obligation to register the Resale Shares.

The term “selling stockholders” includes donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. The selling stockhholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on the principal trading market for our common stock or any other stock exchange, market or trading facility on which our common stock is traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies. Neither indenture will limit the amount of debt securities that may be issued thereunder, and each indenture will provide that the specific terms of any series of debt securities shall be set forth in, or determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.

We will describe in each prospectus supplement the following terms relating to a series of debt securities:methods when selling Resale Shares:

WeThe selling stockholders may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant toalso sell the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

Conversion or Exchange Rights

We will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock under Rule 144 or ourany other securities thatexemption from registration under the holders of the series of debt securities receive would be subject to adjustment.Securities Act, if available, rather than under this prospectus.

Information ConcerningIn addition, a selling stockholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the Debenture Trusteeregistration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is our affiliate (or to the extent otherwise required by law), we may, at our option, file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

The debenture trustee,Broker-dealers engaged by the selling stockholders may arrange for other than duringbrokers-dealers to participate in sales. Broker-dealers may receive commissions, discounts or concessions from the occurrence and continuanceselling stockholders (or, if any broker-dealer acts as agent for the purchaser of an event of default underour common stock, from the applicable indenture, undertakespurchaser) in amounts to perform only those dutiesbe negotiated, but, except as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or usesupplement to this prospectus, in the conductcase of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise anyan agency transaction not in excess of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable securitya customary brokerage commission in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110; and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicablecase of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

To the extent required, this prospectus supplement, we will make paymentmay be amended or supplemented from time to time to describe a specific plan of distribution. In connection with the interest on any debtsale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our common stock in the course of hedging the positions they assume. The selling stockholders may also sell our common stock short and deliver these shares to close out their short positions, or loan or pledge the securities on any interest payment date to the personbroker-dealers that in whose name the debt securities,turn may sell these shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more predecessorderivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Any broker-dealers or agents that are registered atinvolved in selling the closesecurities may be deemed to be “underwriters” within the meaning of businessthe Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the officeresale of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Subordination of Subordinated Debt Securities

Our obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.

DESCRIPTION OF WARRANTS

General

We may issue warrants to our stockholders to purchase shares of our common stock preferred stock and/purchased by them may be deemed to be underwriting commissions or debt securities. discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of our common stock.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of our common stock.

The Resale Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may offer warrants separatelynot be sold unless they have been registered or together with one or more additional warrants, debt securities, common stock, preferred stock, rights or purchase contracts, or any combination of those securities in the form of units, as describedqualified for sale in the applicable prospectus supplement. Each seriesstate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of warrantsthe Resale Shares may not simultaneously engage in market making activities with respect to our common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be issued under a separate warrant agreementsubject to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms andapplicable provisions of the rightsExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our common stock by the selling stockholders or any other person. We will make copies of this prospectus available to which anythe selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

At the time a particular offer of securities is made, if required, a prospectus supplement may relate. The particularwill be distributed that will set forth the number of securities being offered and the terms of the warrantoffering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to which any prospectus supplement may relatedealer, and the extent, if any, to which the general provisions may applyproposed selling price to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the warrant, warrant agreement or warrant certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable warrant agreement and warrant certificate for additional information before you decide whether to purchase any of our rights.

We will provide in a prospectus supplement the following terms of the warrants being issued:

Each warrant will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or other securities at the exercise price provided in the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.

Holders may exercise warrants as described in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable upon exercise of the rights. If less than all of the warrants issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Warrant Agent

The warrant agent for any warrants we offer will be set forth in the applicable prospectus supplement.public.

DESCRIPTION OF RIGHTS

General

We may issue rights to our stockholders to purchase shares of our common stock, preferred stock, and/or debt securities described in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, common stock, warrants or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.

We will provide in a prospectus supplement the following terms of the rights being issued:

Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.

Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Rights Agent

The rights agent for any rights we offer will be set forth in the applicable prospectus supplement.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our debt securities, shares of common stock, preferred stock, warrants or rights, or securities of an entity unaffiliated with us, or any combination of the above, as described in the applicable prospectus supplement. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or variable number of our debt securities, shares of common stock, warrants, rights or other property, or any combination of the above. The price of the securities or other property subject to the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We may issue purchase contracts separately or as a part of units each consisting of a purchase contract and one or more of our other securities described in this prospectus or securities of third parties, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract. The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be unsecured or pre-funded on some basis. The purchase contracts may require holders to secure the holder’s obligations in a manner specified in the applicable prospectus supplement.

The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered, including, to the extent applicable, the following:

The preceding description sets forth certain general terms and provisions of the purchase contracts to which any prospectus supplement may relate. The particular terms of the purchase contracts to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the purchase contracts so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the purchase contracts described in a prospectus supplement differ from any of the terms described above, then the terms described above will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable purchase contract for additional information before you decide whether to purchase any of our purchase contracts.

DESCRIPTION OF UNITS

The following description, together with the additional information that we include in any applicable prospectus supplements summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.

We will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

We may issue units consisting of common stock, preferred stock, one or more debt securities, warrants, rights or purchase contacts for the purchase of common stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units being offered, including:

The provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description of Capital Stock,” “Description of Debt Securities,” “Description of Warrants,” “Description of Rights” and “Description of Purchase Contracts” will apply to each unit, as applicable, and to any common stock, debt security, warrant, right or purchase contract included in each unit, as applicable.

Unit Agent

The name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.

Issuance in Series

We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

LEGAL MATTERS

Reed Smith LLP, New York, New York, will pass upon the validity of the issuanceshares of the securities to becommon stock offered by this prospectus.hereby.

EXPERTS

Mayer Hoffman McCann P.C., ourThe consolidated financial statements of Qualigen Therapeutics, Inc. as of December 31, 2021 and 2020 and for the year ended December 31, 2021 and for the nine-month period ended December 31, 2020, incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 have been audited by Baker Tilly US, LLP, an independent registered public accounting firm, has audited our balance sheets as of December 31, 2015 and 2014, and the related statements of operations, changes in securities subject to redemption and shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2015, as set forthstated in their report which report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern. We havethereon, incorporated herein by reference, our financial statementsand have been incorporated in this prospectusProspectus and in this registration statementRegistration Statement in reliance onupon such report and upon the reportauthority of Mayer Hoffman McCann P.C. given on their authoritysuch firm as experts in accounting and auditing.

WHERE YOU CAN FIND MOREADDITIONAL INFORMATION

We haveThis prospectus is part of the registration statement on Form S-3 we filed with the SEC a Registration Statement on Form S-1 under the Securities Act in connection with this offering of our common stock by our selling stockholders. This Prospectus, which constitutes a part of the Registration Statement,and does not contain all of the information set forth in the registration statement, some itemsstatement. Whenever a reference is made in this prospectus to any of which are contained in exhibitsour contracts, agreements or other documents, the reference may not be complete and you should refer to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the Registration Statement, including the exhibits and the financial statements and notes filed asthat are a part of the Registration Statement. Statements contained in this prospectus concerningregistration statement or the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the Registration Statement should be referencedreports or other documents incorporated by reference into this prospectus for the complete contents of these contracts and documents. Aa copy of the Registration Statement and the exhibits filed therewith may be inspected without charge at the public reference room of the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements, andsuch contract, agreement or other information about issuers, like us, that file electronically with the SEC. The address of that website iswww.sec.gov.

Wedocument. Because we are subject to the information and reporting requirements of the Exchange Act, and, in accordance with this law, we file periodicannual, quarterly and current reports, proxy statements and other information with the SEC. These periodic reports, proxy statements, and other informationOur SEC filings are available for inspection and copyingto the public over the Internet at the SEC’s public reference facilities and the website of the SEC referred to above. at http://www.sec.gov.

We also maintain a website atwww.ritterpharmaceuticals.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website (www.ritterpharmaceutical.com) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information www.tempesttx.com. Information contained in or that can be accessedaccessible through our website isdoes not incorporated by reference intoconstitute a part of this Prospectus.prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with them. Incorporation by reference allows us toit, which means that we can disclose important information to you by referring you to those other documents. The information incorporated by reference is an importantconsidered to be part of this prospectus. Information in this prospectus andsupersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this information. Thisprospectus. We incorporate by reference into this prospectus omits certain information contained inand the registration statement as permitted by the SEC. You should refer to the registration statement and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements inof which this prospectus regardingis a part the provisions of certaininformation or documents listed below that we have filed with or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:(Commission File No. 001-37428):

In addition, all documents that the Company filesAll filings filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 1934, as amended (the “Exchange Act”), subsequent to the initial filing of the registration statement of which this Registration Statementprospectus is a part and prior to effectiveness of the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,registration statement shall be deemed to be incorporated by reference into this Registration Statementprospectus.

We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to besuch items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part hereofand prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus and will become a part of this prospectus from the date of filing ofthat such documents except as to any document or portion of any document that is deemed furnishedare filed with the SEC. Information in such future filings updates and not filed.

Pursuant to Rule 412 undersupplements the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by referenceinformation provided in this Registration Statement shallprospectus. Any statements in any such future filings will automatically be deemed to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein ormodify and supersede any information in any other subsequentlydocument we previously filed document which alsowith the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

You can request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

Qualigen Therapeutics, Inc.

2042 Corte Del Nogal

Carlsbad, California 92011

Attn: Secretary

You may also access the documents incorporated by reference in this Registration Statement modifies, supersedesprospectus through our website www.qualigeninc.com. Except for the specific incorporated documents listed above, no information available on or replaces such statement. Any such statement so modified, superseded or replacedthrough our website shall not be deemed except as so modified, supersededto be incorporated in this prospectus or replaced, to constitutethe registration statement of which it forms a part of this Registration Statement.part.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth an itemizationestimate of the variousfees and expenses all of which we will pay,payable by us in connection with the issuance and distributionsale of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee.

*These fees will be dependent on the type of securities offered and number of offerings and, therefore, cannot be estimated at this time. In accordance with Rule 430B under the Securities Act, additional information regarding estimated fees and expenses will be provided at the time information as to an offering is included in a prospectus supplement.

Item 15. Indemnification of Directors and Officers

Our amended and restated certificate of incorporation provides that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law (“DGCL”), each person who is involved in any litigation or other proceeding because such person is or was a director or officer of Ritter Pharmaceuticals,Qualigen Therapeutics, Inc. or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our amended and restated certificate of incorporation provides that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full within 30 days after we receive a written claim for such indemnification, our certificate of incorporation and our bylaws authorize the claimant to bring an action against us and prescribe what constitutes a defense to such action.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, our amended and restated certificate of incorporation eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

We carry insurance policies insuring our directors and officers against certain liabilities that they may incur in their capacity as directors and officers.

In addition, we have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals toprovide for the fullest extent permitted under Delaware lawindemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against liabilities that may arisethem by reason of the fact that they are or were serving in such capacity. We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Furthermore, we have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their serviceservices to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. us.

We also intend to enter into indemnification agreements withmaintain general liability insurance which covers certain liabilities of our future directors and executive officers.officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended.

Item 16. Exhibits

The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) Toto include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;

(ii) Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;statement.

Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933, to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Companyregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, thereto duly authorized, in the City of Los Angeles,Carlsbad, State of California, on August 11, 2016.June 17, 2022.

POWER OF ATTORNEY

KNOW ALL MENPERSONS BY THESE PRESENTS, that each of the undersigned directorsperson whose signature appears below constitutes and officers of Ritter Pharmaceuticals, Inc. hereby appoints Michael D. Step, Andrew J. RitterPoirier, Amy Broidrick and Ira E. Ritter,Christopher Lotz, and each of them, acting singly, as his or her true and lawful attorney-in-factattorneys-in-fact and agent,agents, with full powers of substitution and resubstitution, for him or herthem and in his or hertheir name, place and stead, with full powerin any and all capacities, to act alone, to sign on his or her behalf and in the capacity set forth below, any and all amendments (including pre-effective and post-effective amendments and supplementsamendments) to this Registration Statement on Form S-8registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file each such amendment and post-effective amendment and supplements to this Registration Statement,the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, herebyand generally to do all such things in their names and behalf in their capacities as officers and directors to enable Qualigen Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorney-in-factattorneys-in-fact and agentagents, and each of them, full power and authority to do and perform anyeach and all actsevery act and thingsthing requisite and necessary or appropriate to be done in and about the premisesconnection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-factattorneys-in-fact and agentagents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.

EXHIBIT INDEX