Exhibit
10.2


 


EXECUTION
VERSION


 


PLACEMENT
AGENCY AGREEMENT


 


November
29, 2021


 


Qualigen
Therapeutics, Inc.


2042
Corte Del Nogal


Carlsbad,
California 92011





	Attn:	Michael
    S. Poirier

    President
    and Chief Executive Officer



 


Dear
Mr. Poirier:


 


This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (“A.G.P.”),
(A.G.P. is also referred to as, the “Placement Agent”), and Qualigen Therapeutics, Inc., a company organized under
the laws of the State of Delaware (the “Company”), that the Placement Agent shall serve as the placement agent for
the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of shares of common stock, par value, $0.001 per share (the “Shares”). The Shares actually placed by the Placement
Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities shall be offered
and sold under the Company’s registration statement on Form S-3 (File No. 333-232798) with respect to the Placement Agent Securities.
The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including,
without limitation, a securities purchase agreement dated the date hereof (the “Purchase Agreement”), shall be collectively
referred to herein as the “Transaction Documents.” The purchase price to the Purchasers for the Placement Agent Securities
is $1.50 per Share. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in
connection with the Placement.


 


The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser, or an obligation for the Company will issue any Placement Agent Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Placement Agent Securities and does not ensure the successful placement of the Placement Agent Securities or any portion thereof
or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may
retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates
of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent
Securities to any Purchaser will be evidenced by the Purchase Agreement between the Company and such Purchaser, in a form reasonably
acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such
terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer
inquiries from prospective Purchasers.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together
with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection
with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the
date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing,
the Company represents and warrants that there are no affiliations with any FINRA member firm participating in the Placement among the
Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company.


 








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B.
Covenants of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public
accountants for a period of at least five (5) years after the Closing Date and (ii) a competent transfer agent with respect to the Common
Stock for a period of five (5) years after the Closing Date. In addition, from the date hereof until 90 days after the Closing Date,
neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of
any shares of Common Stock or Common Stock Equivalents, except that such restriction shall not apply with respect to an Exempt Issuance.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent, represents and warrants that it (i) is a member in good standing
of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the
United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will
be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into
and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in
its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts
to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent
or its respective designees a total cash fee equal to seven percent (7.0%) of gross proceeds from the Placement of the total amount of
Placement Agent Securities sold (collectively, the “Cash Fee”). The Placement Agent reserves the right to reduce any
item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the
effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION
4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses
incident to the issuance, delivery and qualification of the Placement Agent Securities (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes
in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents
and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this
Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying
or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Agent Securities
for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses
associated with including the Placement Agent Securities on the Trading Market and (viii) up to $50,000 for accountable expenses related
to legal fees of counsel to the Placement Agent. Notwithstanding the foregoing, any advance received by the Placement Agent will be reimbursed
to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A). In the event that this Agreement shall
not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein,
the Company shall be obligated to pay to the Placement Agent their actual and accountable out-of-pocket expenses related to the transactions
contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $25,000 and upon demand
the Company shall pay the full amount thereof to the Placement Agent; provided, however, that such expense cap in no way
limits or impairs the indemnification and contribution provisions of this Agreement.


 


SECTION
5. INDEMNIFICATION.


 


A.
To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its
affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, including,
without limitation, any failure by the Company to obtain any required consent, except to the extent that any losses, claims, damages,
expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have
resulted primarily and directly from a Placement Agent’s willful misconduct or gross negligence in performing the services described
herein.


 








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B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such
claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any
obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action
or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel.
Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel for the
Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate
under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent.
In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition
to fees of local counsel. The Company will have the right to settle the claim or proceeding, provided that the Company will not settle
any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld.


 


C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and
the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that
resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement
Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by
the Placement Agent under this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 


E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under this Agreement or otherwise.


 


SECTION
6. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) December 10, 2021, and
(ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”
In the event, however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate
the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder
for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement
Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior
to the completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the
Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement
Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes
other than those contemplated under this Agreement.


 








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SECTION
7. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION
8. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by
any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company
acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties
or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder
are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained
herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional
terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this
Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby
with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B.
The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect to the
Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.


 


C.
The Placement Agent shall have received customary certificates of the Company’s executive officers, as to the accuracy of the representations
and warranties contained in the Purchase Agreement, and a certificate of the Company’s corporate secretary certifying that (i)
the Company’s charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions
of the Company’s Board of Directors relating to the Placement are in full force and effect and have not been modified; and (iii)
as to the incumbency of the officers of the Company.


 


D.
The Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers,
directors and 5% or greater securityholders.


 


E.
The Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the Common Stocks under the Exchange Act or delisting or suspending from trading the Shares from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


F.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and
adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order
or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company.


 








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G.
The Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the
Company and the Purchasers.


 


H.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all
filing fees required in connection therewith.


 


If
any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such
cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of law. This Agreement
may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect
to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under
this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by
execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION
11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any
other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities. This Agreement
may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.


 


SECTION
13. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right
to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials
and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


[Signature
Page Follows]


 




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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agents the enclosed copy of this
Agreement.


 


	 	Very truly yours,
	 	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 	 
	 	By:	/s/
    Thomas Higgins                 
	 	Name:	Thomas
    Higgins
	 	Title:	Managing
    Director
	 	 	 
	 	Address
for notice:
	 	590 Madison Avenue, 36th Floor


New York, New York 10022


Attn: Thomas J. Higgins


E-mail: thiggins@allianceg.com





 


Accepted
and Agreed to as of the date first written above:


 


	QUALIGEN
    THERAPEUTICS, INC.	 
	 	 
	By:	/s/
    Michael S. Poirier	 
	Name:	Michael
    S. Poirier	 
	Title:	President
    and

    Chief
    Executive Officer
	 



 





Address
for notice:





 


Qualigen Therapeutics, Inc.


2042
Corte Del Nogal


Carlsbad,
California 92011


	Attn:	Michael
    S. Poirier

    President
    and Chief Executive Officer



E-mail:
mpoirier@qualigeninc.com


 




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