Quoin Pharmaceuticals Ltd (QNRX) Announces 2.09M Share and Warrant Offering

Quoin Pharmaceuticals Ltd (NASDAQ: QNRX) has filed the following:

We are offering on a “reasonable best efforts” basis up to 2,089,552 ordinary shares of Quoin Pharmaceuticals Ltd. represented by American Depositary Shares (“ADSs”) together with Series D warrants to purchase an aggregate of up to 2,089,552 ordinary shares represented by ADSs (the “Series D Warrants”) and Series E warrants to purchase an aggregate of up to 2,089,552 ordinary shares represented by ADSs (the “Series E Warrants,” and together with the Series D Warrants, the “Warrants”).The assumed combined public offering price for each ADS and accompanying Warrants is $3.35, which was the last sale price of ADSs as reported by The Nasdaq Capital Market (“Nasdaq”) on February 8, 2024. Each ADS represents one ordinary share. Each Series D Warrant will have an exercise price equal to 100% of the public offering price per ADS and accompanying Warrants, will be exercisable upon issuance, and will expire two years from the date of issuance. Each Series E Warrant will have an exercise price of equal to 100% of the public offering price per ADS and accompanying Warrants, will be exercisable upon issuance, and will expire five years from the date of issuance. The ADSs and Warrants will be issued separately and will be immediately separable upon issuance but will be sold together in this offering. This prospectus also relates to the ADSs issuable upon exercise of the Warrants sold in this offering.

We are also offering to each purchaser, if any, whose purchase of ADSs in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”) in lieu of ADSs that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding ordinary shares. Each Pre-Funded Warrant will be immediately exercisable for one ADS and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The purchase price of each Pre-Funded Warrant and accompanying Warrants will equal the price at which each ADS and accompanying Warrants are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001, per ADS. The Pre-Funded Warrants and Warrants will be issued separately and will be immediately separable upon issuance but will be purchased together in this offering. For each Pre-Funded Warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis. This offering also relates to the ADSs issuable upon exercise of any Pre-Funded Warrants sold in this offering. We refer to the ADSs, Warrants and Pre-Funded Warrants to be sold in this offering collectively as the “Securities.”

For purposes of clarity, each ADS or Pre-Funded Warrant to purchase one ADS is being sold together with a Series D Warrant to purchase one ADS and a Series E Warrant to purchase one ADS.

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