Quoin Pharmaceuticals (QNRX) substitutes SILV Fund Ltd. for Point72 in resale prospectus

Rhea-AI Filing Summary

Quoin Pharmaceuticals Ltd. updates its resale prospectus supplement to reflect a substitution in the Selling Shareholders table and the transfer of warrants tied to ADSs. The registration covers 10,045,455 American Depositary Shares (ADSs) representing 351,590,925 ordinary shares.

The supplement substitutes SILV Fund Ltd. for Point72 Associates, LLC for a transferred block of warrants to purchase 909,090 ADSs; the prospectus remains otherwise unchanged. The ADSs trade on Nasdaq under the symbol QNRX.

Insights

Securities Registration Specialist

Resale prospectus supplement records a selling-holder substitution and updates the selling table.

The supplement amends the selling‑shareholder table to replace Point72 Associates, LLC with SILV Fund Ltd. for a transfer representing 909,090 ADSs listed as the maximum number eligible for resale by that holder.

Cash‑flow treatment is resale by holders; the supplement does not state proceeds to the issuer. Timing and other distribution mechanics are governed by the underlying prospectus and not changed here.

Corporate Governance Analyst

The change is administrative: a transfer of warrant-related resale rights between selling holders.

This is a substitution in the selling‑shareholder roster rather than a new issuance or amendment to the registered aggregate. The supplement expressly states it "supersedes" only the selling‑shareholder table and leaves other prospectus terms intact.

Subsequent filings or amendments would be required to change offering size or issuer proceeds; none are included in this supplement.

Key Figures

Registered ADSs: 10,045,455 ADSs Ordinary shares represented: 351,590,925 ordinary shares Per‑ADS closing price: $4.77 +1 more

4 metrics

Registered ADSs 10,045,455 ADSs aggregate registered for resale in the prospectus

Ordinary shares represented 351,590,925 ordinary shares shares represented by the registered ADSs

Per‑ADS closing price $4.77 closing price on <date>June 1, 2026</date>

Per‑holder maximum offered (example) 909,090 ADSs Maximum number of ADSs to be sold by SILV Fund Ltd. per the selling table

Key Terms

American Depositary Shares (ADSs), Prospectus Supplement, Selling Shareholders

3 terms

American Depositary Shares (ADSs) financial

"resale from time to time of up to 10,045,455 American Depositary Shares"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Prospectus Supplement regulatory

"This Prospectus Supplement No. 1 supplements the prospectus dated December 4, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Selling Shareholders financial

"resale from time to time of up to 10,045,455 American Depositary Shares by the Selling Shareholders"

Shareholders who are offering some or all of their shares for sale in a market transaction or as part of an offering; they can be founders, early investors, employees, or other holders deciding to convert ownership into cash. Investors care because selling shareholders can change the ownership mix, increase the number of shares available to trade, and signal insiders’ confidence or need for liquidity—like a large owner putting a big parcel on the market, which can affect price and voting control.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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Available on EDGAR 06/02/2026 - 06:10 AM Accepted by SEC EDGAR 06/02/2026 - 06:06 AM Learn about SEC filing dates

FAQ

What does Quoin Pharmaceuticals' (QNRX) Prospectus Supplement No.1 change?

It substitutes a selling shareholder and updates the selling table to reflect a transferred block of warrants. The table now lists SILV Fund Ltd. as the holder of warrants to purchase 909,090 ADSs, replacing Point72 Associates, LLC.

How many ADSs are registered for resale under this prospectus supplement?

The prospectus registers 10,045,455 ADSs, representing 351,590,925 ordinary shares. This supplement updates the selling‑shareholder table only and does not change that aggregate registration amount.

Will Quoin Pharmaceuticals receive proceeds from these ADS sales?

These are resale transactions by selling shareholders; the supplement does not state any proceeds to the issuer. The prospectus describes resale by holders, not an issuance for company proceeds.

What is the recent market price referenced in the supplement for QNRX ADSs?

The supplement states the closing price was $4.77 per ADS on June 1, 2026. That price is included as a market reference and is not a sale price for the registered ADSs in the prospectus.

Filed pursuant to Rule 424(b)(3)
Registration No. 333-291385

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated December 4, 2025)

10,045,455 American Depositary Shares Representing 351,590,925 Ordinary Shares

This Prospectus Supplement No. 1 supplements the prospectus dated December 4, 2025 (the “Prospectus”) relating to the resale from time to time of up to 10,045,455 American Depositary Shares (“ADSs”) representing 351,590,925 ordinary shares, no par value per share of Quoin Pharmaceuticals Ltd.  (the Company”) by the Selling Shareholders identified in the Prospectus (the “Selling Shareholders”), including their pledgees, assignees or successors-in-interest.

The purpose of this Prospectus Supplement No. 1 is solely to update the information in the table appearing under the caption “Selling Shareholders” commencing on page 14 of the Prospectus to reflect in the Selling Shareholder table a transfer of warrants to purchase up to an aggregate of 909,090 ADSs from Point72 Associates, LLC (“Point72”), a Selling Shareholder previously identified in the Prospectus, to SILV Fund Ltd, another entity, which as a result of such transfer is being substituted as a Selling Shareholder. 

Name of Selling Shareholder		Number of ADSs Beneficially Owned Prior to Offering(1)				Maximum Number of ADSs to be Sold in this Offering(1)				Number of ADSs Beneficially Owned After Offering				Percentage of ADSs Beneficially Owned After Offering
SILV Fund Ltd (1)			909,090				909,090				0				—

(1) The ADSs beneficially owned prior to this offering (which does not reflect the application of the Beneficial Ownership Limitation) includes (i) 181,818 Pre-Funded ADSs, (ii) 181,818 Series H ADSs, (iii) 181,818 Series I ADSs, (iv) 181,818 Series J ADSs and (v) 181,818 Series K ADSs. Sirenia Capital Management LP (“Sirenia”) serves as the investment manager to SILV Fund, Ltd. and, as a result, maintains voting and investment power with respect to the securities held by SILV Fund, Ltd. Sirenia Capital Management GP LLC (“Sirenia GP”) is the general partner of Sirenia. Alex Silverstein is the managing member of Sirenia GP. Each of SILV Fund, Ltd., Sirenia GP and Mr. Silverstein disclaims beneficial ownership over such securities.  The address of SILV Fund Ltd. is c/o Sirenia Capital Management LP, 1674 Meridian Avenue, Suite 320, Miami Beach, FL 33139.

All of the other portions of the Prospectus remain unchanged.

This Prospectus Supplement No. 1 is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement No. 1 is qualified by reference to the Prospectus, except to the extent that the information provided by this Prospectus Supplement No. 1 supersedes information contained in the Prospectus. Capitalized terms used in this Prospectus Supplement No. 1 and not otherwise defined herein have the meanings specified in the Prospectus.

Our ADSs are listed on the Nasdaq Capital Market under the symbol “QNRX”. On June 1, 2026, the closing price for our ADSs on the Nasdaq Capital Market was $4.77 per ADS.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties under the heading “Risk Factors” beginning on page 6 of the Prospectus and in our other filings with the SEC.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement No. 1. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 1 is June 2, 2026.