Quoin Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Quoin Pharma signed a big deal, filing shows. Details to come.

AI Summary

Quoin Pharmaceuticals, Ltd. announced on December 20, 2024, that it entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this event. The company was formerly known as Cellect Biotechnology Ltd. and Cellect Biomed Ltd.

Why It Matters

This filing indicates a significant new agreement for Quoin Pharmaceuticals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in this initial filing warrants a medium risk assessment.

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filer
• December 20, 2024 (date) — Date of earliest event reported
• Cellect Biotechnology Ltd. (company) — Former company name
• Cellect Biomed Ltd. (company) — Former company name

FAQ

Key Financial Figures

• $0.45 — at a combined public offering price of $0.45 and the Pre-Funded Warrants and accompa
• $0 — at a combined public offering price of $0.4499, which is equal to the combined pu
• $0.0001 — ise price of each Pre-Funded Warrant of $0.0001. The Company received aggregate gross
• $6.8 m — eeds from the Offering of approximately $6.8 million, before deducting placement agent
• $600,000 — a total purchase price of approximately $600,000, at the public offering price and on th
• $125,000 — to a maximum reimbursement allowance of $125,000. The Placement Agency Agreement contai

Filing Documents

• tm2430640d5_8k.htm (8-K) — 48KB
• tm2430640d5_ex1-1.htm (EX-1.1) — 62KB
• tm2430640d5_ex4-1.htm (EX-4.1) — 106KB
• tm2430640d5_ex4-2.htm (EX-4.2) — 109KB
• tm2430640d5_ex4-3.htm (EX-4.3) — 101KB
• tm2430640d5_ex4-4.htm (EX-4.4) — 16KB
• tm2430640d5_ex10-1.htm (EX-10.1) — 216KB
• tm2430640d5_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-24-131554.txt ( ) — 1006KB
• qnrx-20241220.xsd (EX-101.SCH) — 3KB
• qnrx-20241220_lab.xml (EX-101.LAB) — 33KB
• qnrx-20241220_pre.xml (EX-101.PRE) — 22KB
• tm2430640d5_8k_htm.xml (XML) — 4KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. On December 23, 2024, Quoin Pharmaceuticals Ltd. (the "Company"), co mpleted a public offering (the "Offering") of an aggregate of: (i) 3,137,778 ordinary shares, no par value, of the Company ("Ordinary Shares") represented by American Depositary Shares ("ADSs"), (ii) 15,111,110 Series F warrants (the "Series F Warrants") to purchase up to 15,111,110 Ordinary Shares represented by ADSs (the "Series F Warrant ADSs"), (iii) 15,111,110 Series G warrants (the "Series G Warrants" and together with the Series F Warrants, the "Warrants") to purchase up to 15,111,110 Ordinary Shares represented by ADSs (the "Series G Warrant ADSs") and (iv) 11,973,332 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 11,973,332 Ordinary Shares represented by ADSs (the Pre-Funded Warrant ADSs"). The ADSs, Series F Warrants, Series G Warrants, Pre-Funded Warrants, Series F Warrant ADSs, Series G 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 F Warrant to purchase one ADS and a Series G Warrant to purchase one ADS. The ADSs and accompanying Warrants were sold at a combined public offering price of $0.45 and the Pre-Funded Warrants and accompanying Warrants were sold at a combined public offering price of $0.4499, 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. The Company received aggregate gross proceeds from the Offering of approximately $6.8 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of our product candidates, working capital, future acquis

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 F Warrant 4.3 Form of Series G Warrant 4.4 Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares 10.1+ Form of Securities Purchase Agreement 99.1 Press Release, dated December 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

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: December 26, 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