Amendment No. 1 to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc

Exhibit 10.2

AMENDMENT NO. 1

to the

2022 EMPLOYEE STOCK PURCHASE PLAN

of

QUALIGEN THERAPEUTICS, INC.

(Effective November 23, 2022)

This Amendment No. 1 (this “Amendment”) to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc. (the “Company”) is hereby adopted by the Board of Directors of the Company (the “Board”), effective as of the date first referenced above.

WHEREAS, the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc. (the “ESPP”) was adopted by the Board on behalf of the Company on July 8, 2022 and approved by the Company’s stockholders on August 25, 2022;

WHEREAS, as of the date first set forth above, the Company has effectuated a 1-for-10 reverse stock split (the “Reverse Split”) of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”);

WHEREAS, pursuant to Section 8.1 of the ESPP, in the event of any stock dividend, stock split, combination or reclassification of shares, merger, consolidation, spin-off, recapitalization, distribution of Company assets to stockholders (other than normal cash dividends), or any other similar corporate event affecting the Common Stock, the Administrator of the ESPP may make such proportionate adjustments, if any, as the Administrator in its sole discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares of Common Stock (“Shares”) (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments to the limitations in Section 3.1 of the ESPP), (b) the purchase price with respect to any outstanding rights, and (c) the class(es) and number of shares of Common Stock and price per share of Common Stock subject to outstanding rights; and

WHEREAS, the Board wishes to amend the ESPP to make certain adjustments contemplated by Section 8.1 of the ESPP to reflect the Reverse Split.

NOW, THEREFORE, BE IT RESOLVED,