Quoin Pharmaceuticals Files 8-K

TL;DR

Quoin Pharma filed an 8-K on March 4th, looks like a new deal or financial update.

AI Summary

Quoin Pharmaceuticals, Ltd. filed an 8-K on March 8, 2024, reporting on events that occurred on March 4, 2024. The filing indicates the entry into a material definitive agreement, other events, and financial statements/exhibits. Quoin Pharmaceuticals, formerly known as Cellect Biotechnology Ltd. and Cellect Biomed Ltd., is based in Kfar Saba, Israel.

Why It Matters

This 8-K filing signals significant corporate activity for Quoin Pharmaceuticals, potentially involving new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price movements, requiring careful investor attention.

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filer
• Cellect Biotechnology Ltd. (company) — Former company name
• Cellect Biomed Ltd. (company) — Former company name
• March 4, 2024 (date) — Earliest event reported
• March 8, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $6.5 million — ering (the "Offering") of approximately $6.5 million of the following securities: (i) 811,25
• $1.60 — at a combined public offering price of $1.60 and the Pre-Funded Warrants and accompa
• $1 — at a combined public offering price of $1.5999, which is equal to the combined pu
• $0.0001 — ise price of each Pre-Funded Warrant of $0.0001. In connection with the Offering, the
• $125,000 — able expenses of the Placement Agent of $125,000 related to the legal fees. The Placemen

Filing Documents

• tm248307d1_8k.htm (8-K) — 43KB
• tm248307d1_ex1-1.htm (EX-1.1) — 52KB
• tm248307d1_ex4-1.htm (EX-4.1) — 99KB
• tm248307d1_ex4-2.htm (EX-4.2) — 102KB
• tm248307d1_ex4-3.htm (EX-4.3) — 103KB
• tm248307d1_ex4-4.htm (EX-4.4) — 13KB
• tm248307d1_ex10-1.htm (EX-10.1) — 227KB
• tm248307d1_ex99-1.htm (EX-99.1) — 13KB
• tm248307d1_ex99-2.htm (EX-99.2) — 10KB
• 0001104659-24-032379.txt ( ) — 993KB
• qnrx-20240304.xsd (EX-101.SCH) — 3KB
• qnrx-20240304_lab.xml (EX-101.LAB) — 33KB
• qnrx-20240304_pre.xml (EX-101.PRE) — 22KB
• tm248307d1_8k_htm.xml (XML) — 3KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On March 7, 2024, Quoin Pharmaceuticals Ltd. (the "Company"), co mpleted a public offering (the "Offering") of approximately $6.5 million of the following securities: (i) 811,250 ordinary shares, no par value, of the Company ("Ordinary Shares") represented by American Depositary Shares ("ADSs"), (ii) 4,062,500 Series D warrants (the "Series D Warrants") to purchase 4,062,500 Ordinary Shares represented by ADSs (the "Series D Warrant ADSs"), (iii) 4,062,500 Series E warrants (the "Series E Warrants" and together with the Series D Warrants, the "Warrants") to purchase 4,062,500 Ordinary Shares represented by ADSs (the "Series E Warrant ADSs") and (iv) 3,251,250 pre-funded warrants (the "Pre-Funded Warrants") to purchase 3,251,250 Ordinary Shares represented by ADSs (the Pre-Funded Warrant ADSs"). The ADSs, Series D Warrants, Series E Warrants, Pre-Funded Warrants, Series D Warrant ADSs, Series E Warrant ADSs and Pre-Funded Warrant ADSs are collectively referred to herein as the "Securities." Each ADS (or Pre-Funded Warrant to purchase one ADS in lieu thereof) was sold together with a Series D Warrant to purchase one ADS and a Series E Warrant to purchase one ADS. The ADSs and accompanying Warrants were sold at a combined public offering price of $1.60 and the Pre-Funded Warrants and accompanying Warrants were sold at a combined public offering price of $1.5999, which is equal to the combined purchase price per ADS and accompanying Warrants, minus the exercise price of each Pre-Funded Warrant of $0.0001. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") dated March 4, 2024, with certain institutional investors signatory thereto (the "Investors," and each an "Investor"), pursuant to which the Company agreed to issue and sell to such investors, certain of the ADSs, Pre Funded-Funded Warrants and Warrants sold in the Offering. The Purchase Agree

01. Financial

Item 9.01. Financial (d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description 1.1 Placement Agency Agreement 4.1 Form of Pre-Funded Warrant 4.2 Form of Series D Warrant 4.3 Form of Series E Warrant 4.4 Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares 10.1 Securities Purchase Agreement 99.1 Press Release – FDA Clearance 99.2 Press Release – Pricing 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: March 8, 2024 QUOIN PHARMACEUTICALS LTD. By: /s/ Gordon Dunn Name: Gordon Dunn Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR