Quoin Pharmaceuticals Files 8-K with Material Agreements

TL;DR

Quoin Pharma dropped an 8-K: new deals, equity sales, and financial updates filed Oct 10.

AI Summary

On October 10, 2025, Quoin Pharmaceuticals, Ltd. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.

Why It Matters

This 8-K filing indicates significant corporate activity, including new agreements and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filer
• October 10, 2025 (date) — Earliest event reported
• Cellect Biotechnology Ltd. (company) — Former company name
• Cellect Biomed Ltd. (company) — Former company name

FAQ

Key Financial Figures

• $16.6 million — ate (as defined below) of approximately $16.6 million. The Purchase Agreement provides for th
• $8.25 — re sold at a combined purchase price of $8.25 (the "Unit Purchase Price"), and the Pr
• $8 — re sold at a combined purchase price of $8.2499, which equals the purchase price p
• $0 — and accompanying Ordinary Warrants less $0.0001, which is in turn equal to the exe
• $0.50 — ed in Nasdaq Listing Rule 5635(d), plus $0.50. Dennis Langer, one of the Company's d
• $128,641 — a total purchase price of approximately $128,641, at a combined purchase price of $8.49.
• $8.49 — 28,641, at a combined purchase price of $8.49. In accordance with Nasdaq Rules, Mr. L
• $16.6 m — at the Closing Date were approximately $16.6 million, before deducting placement agent
• $15 million — d upfront net proceeds of approximately $15 million from the Private Placement, after deduc
• $88.0 million — e gross proceeds of up to approximately $88.0 million for an aggregate of up to approximately
• $104.6 million — for an aggregate of up to approximately $104.6 million in gross proceeds in connection with th
• $75,000 — cash fee was received), and (ii) up to $75,000 for legal fees and other out-of-pocket
• $0.0001 — nded Warrants have an exercise price of $0.0001 per ADS. The Pre-Funded Warrants are ex
• $9.075 — es H Warrants have an exercise price of $9.075 per ADS and may be exercised until the
• $10.3125 — es I Warrants have an exercise price of $10.3125 per ADS and may be exercised as follows

Filing Documents

• tm2528687d1_8k.htm (8-K) — 58KB
• tm2528687d1_ex4-1.htm (EX-4.1) — 103KB
• tm2528687d1_ex4-2.htm (EX-4.2) — 109KB
• tm2528687d1_ex4-3.htm (EX-4.3) — 109KB
• tm2528687d1_ex4-4.htm (EX-4.4) — 109KB
• tm2528687d1_ex4-5.htm (EX-4.5) — 108KB
• tm2528687d1_ex10-1.htm (EX-10.1) — 269KB
• tm2528687d1_ex10-2.htm (EX-10.2) — 156KB
• tm2528687d1_ex99-1.htm (EX-99.1) — 17KB
• 0001104659-25-099735.txt ( ) — 1452KB
• qnrx-20251010.xsd (EX-101.SCH) — 3KB
• qnrx-20251010_lab.xml (EX-101.LAB) — 33KB
• qnrx-20251010_pre.xml (EX-101.PRE) — 22KB
• tm2528687d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Offering On October 10, 2025, Quoin Pharmaceuticals Ltd. (the "Company" or "Quoin") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several institutional and accredited investors (the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of securities for gross proceeds at the Closing Date (as defined below) of approximately $16.6 million. The Purchase Agreement provides for the issuance and sale of (i) the Company's ordinary shares, no par value per share ("Ordinary Shares") represented by 15,152 American Depositary Shares ("ADSs"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase Ordinary Shares represented by 1,993,939 ADSs, together with (iii) (A) Series H Warrants (the "Series H Warrants") to purchase Ordinary Shares represented by up to 2,009,091 ADSs (the "Series H Warrant ADSs"), (B) Series I Warrants (the "Series I Warrants") to purchase Ordinary Shares represented by up to 2,009,091 ADSs (the "Series I Warrant ADSs"), (C) Series J Warrants (the "Series J Warrants") to purchase Ordinary Shares represented by up to 2,009,091 ADSs (the "Series J Warrant ADSs"), and (D) Series K Warrants (the "Series K Warrants") to purchase Ordinary Shares represented by up to 2,009,091 ADSs (the "Series K Warrant ADSs" and with the Series H Warrant ADSs, the Series I Warrant ADSs, and the Series J Warrant ADSs, collectively referred to herein as, the "Ordinary Warrant ADSs"). The Series K Warrants together with the Series H Warrants, the Series I Warrants, and the Series J Warrants, are collectively referred to herein as, the "Ordinary Warrants." The ADSs and accompanying Ordinary Warrants were sold at a combined purchase price of $8.25 (the "Unit Purchase Price"), and the Pre-Funded Warrants and accompanying Ordinary Warrants were sold at a combined purchase price of $8.2499, which equals the purchase price per ADS and

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Ordinary Shares represented by ADSs, the Pre-Funded Warrants, and the Ordinary Warrants, (ii) the Ordinary Shares represented by ADSs issuable upon exercise of the Pre-Funded Warrants, and (iii) the Ordinary Shares represented by ADSs issuable upon exercise of the Ordinary Warrants, is incorporated herein by reference. None of the issuances of the Ordinary Shares represented by ADSs, the Pre-Funded Warrants, the Ordinary Warrants or the Ordinary Shares represented by ADSs issuable upon exercise of the Pre-Funded Warrants and the Ordinary Warrants, as applicable, were registered under the Securities Act or any state securities laws. The Ordinary Shares represented by ADSs, the Pre-Funded Warrants and the Ordinary Warrants were, and the Ordinary Shares represented by ADSs issuable upon the exercise of the Pre-Funded Warrants and the Ordinary Warrants will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Company relied, in part on representations made by the Purchasers in the Purchase Agreement. Each Purchaser has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 10, 2025, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished and shall not be deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K: Exhibit Number Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series H Warrant 4.3 Form of Series I Warrant 4.4 Form of Series J Warrant 4.5 Form of Series K Warrant 10.1 Form of Securities Purchase Agreement, dated October 10, 2025 10.2 Form of Registration Rights Agreement, dated October 10, 2025 99.1 Press Release of the Company, dated October 10, 2025 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: October 15, 2025 QUOIN PHARMACEUTICALS LTD. By: /s/ Michael Myers Name: Dr. Michael Myers Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR