Quoin Pharmaceuticals Files S-1 for Public Offering

TL;DR

Quoin Pharma (fka Cellect) just filed an S-1, looks like they're gearing up for a public offering.

AI Summary

Quoin Pharmaceuticals, Ltd. filed an S-1 registration statement on December 11, 2024, to register securities under the Securities Act of 1933. The company, formerly known as Cellect Biotechnology Ltd. and Cellect Biomed Ltd., is incorporated in Israel and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located in Ashburn, Virginia.

Why It Matters

This S-1 filing indicates Quoin Pharmaceuticals is preparing to offer its securities to the public, which could lead to increased liquidity and capital for the company's operations and growth.

Risk Assessment

Risk Level: medium — As a pharmaceutical company filing an S-1, it faces typical risks associated with clinical trials, regulatory approvals, and market competition, alongside the uncertainties of a public offering.

Key Numbers

• 333-283734 — SEC File Number (Identifies this specific registration statement)
• 2834 — SIC Code (Indicates industry classification (Pharmaceutical Preparations))

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Registrant
• December 11, 2024 (date) — Filing Date
• Securities Act of 1933 (legal_document) — Governing Act
• Cellect Biotechnology Ltd. (company) — Former Company Name
• Cellect Biomed Ltd. (company) — Former Company Name
• Dr. Michael Myers (person) — Chief Executive Officer
• Peter I. Tsoflias (person) — Legal Counsel
• Melissa Palat Murawsky (person) — Legal Counsel
• Blank Rome LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.78 — r each ADS and accompanying Warrants is $0.78 , which was the closing price of our AD
• $0 — d to the public in this offering, minus $0.0001, and the exercise price of each Pr
• $0.0001 — rice of each Pre-Funded Warrant will be $0.0001 per ADS. The Pre-Funded Warrants and Wa

Filing Documents

• tm2430640d1_s1.htm (S-1) — 606KB
• tm2430640d1_ex1-1.htm (EX-1.1) — 60KB
• tm2430640d1_ex4-10.htm (EX-4.10) — 108KB
• tm2430640d1_ex4-11.htm (EX-4.11) — 114KB
• tm2430640d1_ex4-12.htm (EX-4.12) — 105KB
• tm2430640d1_ex5-1.htm (EX-5.1) — 9KB
• tm2430640d1_ex5-2.htm (EX-5.2) — 12KB
• tm2430640d1_ex10-42.htm (EX-10.42) — 221KB
• tm2430640d1_ex23-1.htm (EX-23.1) — 3KB
• tm2430640d1_ex-filingfees.htm (EX-FILING FEES) — 27KB
• tm2430640d1_ex5-1img003.jpg (GRAPHIC) — 14KB
• tm2430640d1_ex5-2img004.jpg (GRAPHIC) — 7KB
• tm2430640d1_s1img01.jpg (GRAPHIC) — 4KB
• tm2430640d1_s1img02.jpg (GRAPHIC) — 35KB
• tm2430640d1_s1img03.jpg (GRAPHIC) — 7KB
• 0001104659-24-127623.txt ( ) — 1357KB

USE OF PROCEEDS

USE OF PROCEEDS 16 CAPITALIZATION 17

DILUTION

DILUTION 18 DESCRIPTION OF SHARE CAPITAL 19 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 26 DESCRIPTION OF Warrants WE ARE OFFERING 35 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 39 CERTAIN MATERIAL ISRAELI TAX CONSIDERATIONS 46 PLAN OF DISTRIBUTION 51 LEGAL MATTERS 58 EXPERTS 58 ENFORCEABILITY OF CIVIL LIABILITIES 58 WHERE YOU CAN FIND MORE INFORMATION 59 Incorporation of Certain Information By Reference 60 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Securities offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.” Information contained in, and that can be accessed through our web site, www.quoinpharma.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Securities offered hereunder. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms “Quoin,” “Quoin Ltd.,” the “Company,” “us,” “we”, “our” and the “Registrant” refer to Quoin Pharmaceuticals Ltd., an Israeli company, and its consolidated subsidiaries and “this offering” refers to the offering contemplated in this prospectus. About this Prospectus We and the Placement Agent have not authorized anyone to provide any information or to make any representations other than those contained, or incorporated by reference, in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assuran

View Full Filing

View this S-1 filing on SEC EDGAR