Quoin Pharmaceuticals Ltd SEC Filings

Quoin Pharmaceuticals Ltd. reported that its Compensation Committee approved new standard forms of stock option award agreements for directors and executive officers under the company’s 2025 Equity Incentive Plan. These agreements are designed to allow a range of vesting schedules and terms within what the plan permits. If a grantee dies or becomes disabled, unvested options are forfeited, while vested options may be exercised for up to one year, subject to their stated expiration date. If a grantee is terminated for cause, all options, whether vested or unvested, are terminated and may be subject to recoupment by the company. For terminations for other reasons, unvested options are forfeited and vested options generally remain exercisable for up to three months, but not beyond their original expiration date.

Quoin Pharmaceuticals (QNRX) reported a technical milestone: it achieved the target loading concentrations for two topical rapamycin delivery technologies. The proprietary topical formulation reached a rapamycin loading concentration of 4% w/w, and a proprietary dermal patch system reached 5% w/w.

The company plans to begin manufacturing clinical trial and stability batches from at least one of these technologies this quarter, with the aim of commencing clinical testing in the first half of 2026. Initial clinical targets include Microcystic Lymphatic Malformations and Venous Malformations, areas where there are currently no FDA‑approved treatments or cures. The announcement was furnished under Regulation FD and includes forward‑looking statements subject to risks and uncertainties.

Quoin Pharmaceuticals Ltd. (QNRX) filed a Form S-3 to register the resale of up to 10,045,455 American Depositary Shares (ADSs) (representing 351,590,925 ordinary shares) by the selling shareholders, from time to time after effectiveness. The company is not offering these ADSs and will not receive proceeds from any resales.

Quoin notes it could receive up to $88.7 million only if the accompanying warrants are exercised for cash. The filing follows an October 2025 private placement that included Closing ADSs, Pre-Funded Warrants and Series H, I, J and K warrants. The company highlights potential dilution; the ADSs covered here (and not currently outstanding) are approximately 1,193% of ADSs outstanding as of the prospectus date.

As context, 838,976 ADSs were outstanding as of November 3, 2025. The registration fulfills contractual obligations under a registration rights agreement and allows selling holders to dispose of their ADSs via various permitted methods.

Quoin Pharmaceuticals (QNRX) reported Q3 2025 results with a net loss of $3.95 million as operating expenses rose to $4.02 million. Research and development climbed to $2.28 million (up ~111%) as the company advanced two pivotal QRX003 studies in Netherton Syndrome. As of September 30, cash and cash equivalents were $1.83 million and investments were $3.58 million.

Subsequent events strengthened liquidity: on October 10, Quoin closed a private placement for gross proceeds of approximately $16.6 million (about $15 million net) and later received $3.3 million from exercises of December 2024 warrants. Management concluded available resources are sufficient for at least one year after issuance of the financial statements. The FDA granted Orphan Drug Designation to QRX003 on October 21, 2025. Quoin previously regained Nasdaq minimum bid compliance in April 2025 following an ADS ratio change and reverse split.

Quoin Pharmaceuticals Ltd. furnished a Form 8-K announcing its third quarter financial results. The announcement was made on November 6, 2025, with a detailed press release attached as Exhibit 99.1.

The company stated that the information provided under Item 2.02 is not deemed “filed” for purposes of Section 18 of the Exchange Act and is incorporated by reference only as specified. Quoin’s American Depositary Shares trade on Nasdaq under the symbol QNRX, with each ADS representing thirty-five ordinary shares.

Quoin Pharmaceuticals (QNRX) announced that the FDA granted Orphan Drug Designation (ODD) to its lead candidate QRX003 for treating Netherton Syndrome. This follows ODD from the EMA in May 2025.

ODD provides benefits such as tax credits for qualified clinical testing, waiver or partial payment of FDA application fees, and seven years of U.S. market exclusivity if approved. QRX003 lotion (4%) is in two late‑stage, whole‑body pivotal trials.

Quoin expects enrollment in both pivotal studies to complete in the first quarter of 2026, with top‑line data in the second half of 2026, and an NDA submission planned later in the year.

Quoin Pharmaceuticals (QNRX) closed a private placement, raising approximately $16.6 million in upfront gross proceeds and about $15 million in net proceeds. The financing included ADSs, pre-funded warrants for ADSs, and four series of accompanying warrants, each permitting purchases of up to 2,009,091 ADSs.

The unit price for ADSs and accompanying warrants was $8.25, while pre-funded warrant units were priced at $8.2499. Director Dennis Langer participated, purchasing 15,152 ADSs with accompanying warrants for roughly $128,641 at $8.49. Warrants carry a 4.99% beneficial ownership cap; pre-funded warrants are exercisable at $0.0001 per ADS and allow cashless exercise. If a resale registration is not effective six months after issuance, the ordinary warrants may be exercised cashlessly.

Quoin agreed to file a resale registration within 30 days and target effectiveness within 60 days (or 90 days on full SEC review). The company placed 180‑day financing standstills and obtained 180‑day lock-ups from directors and officers. Potential future gross proceeds from warrant cash exercises total up to about $88.0 million.

Quoin Pharmaceuticals (QNRX) director Dennis Langer reported a purchase of 15,152 ADS on 10/14/2025 at a combined price of $8.49 per ADS in a private placement. Each ADS was purchased together with one Series H, Series I, Series J, and Series K warrant to buy one ADS.

The filing lists warrants for 15,152 ADS each with exercise prices of $9.075 (Series H), $10.3125 (Series I), and $12.375 (Series J and K). The warrants were exercisable immediately, subject to a beneficial ownership cap, and include milestone-based expirations tied to FDA-related events or a Priority Review Voucher sale, or five years from the closing date, whichever occurs earlier as specified for each series.

Following the reported transactions, Langer beneficially owned 15,153 ADS directly. Each ADS represents 35 ordinary shares of the company.

Quoin Pharmaceuticals, Ltd. reported an initial beneficial ownership filing by Sally Bridget Lawlor, identifying her as Chief Financial Officer and a director. The filing reports ownership of 440 ADSs held directly; each ADS represents 35 ordinary shares. The transaction date triggering the filing is 08/18/2025 and the form is signed on 09/08/2025. The report includes a Power of Attorney (Exhibit 24.1).