Quoin sells $50M in private placement securities

Quoin Pharmaceuticals Ltd. (QNRX) reports a Rule 506(b) Regulation D private offering of equity, warrants, and underlying securities, with total gross proceeds of $50,000,649 assuming cash exercise of all warrants issued in the private placement.

Rhea-AI Filing Summary

Quoin Pharmaceuticals Ltd. (QNRX) reports a Rule 506(b) Regulation D private offering of equity, warrants, and underlying securities, with total gross proceeds of $50,000,649 assuming cash exercise of all warrants issued in the private placement. The notice states that the total amount has been sold and no amount remains to be offered. Leerink Partners, BTIG, and Lake Street Capital Markets act as placement agents and are entitled to aggregate fees equal to 6.0% of gross offering proceeds based on full warrant exercise. Proceeds are for general working capital, and the company notes some portion may indirectly fund salaries, including those of executive officers.

Filing Explained

The offering is fully sold, but warrant conversion, related share issuance, and the full conditional proceeds remain unresolved.

The Form D records a fully sold private offering: the first sale was on 2026-08-31, total amount sold was $50,000,649, and nothing remained to be sold. The equity component is sold, while any securities to be acquired upon warrant exercise remain conditional.

A private placement sells securities to selected investors outside a public offering. If additional shares are issued under the equity or warrant-linked securities, total share count would rise and existing holders' percentage ownership would fall absent offsetting changes.

The stated $50,000,649 represents gross proceeds assuming cash exercise of all warrants; it does not establish that the warrants have been exercised, that the underlying securities have been issued, or that the full conditional amount has been received.

For scale, at June 30, 2026, cash and equivalents were $3,845,606 and short-term investments were $6,954,476; together, that liquidity equals 312.6 days of the last reported operating cash use at that rate.

The warrant line item leaves exercise and issuance as the specific unresolved states to check in a later filing.

Sources and calculations

• Quoin Pharmaceuticals Form D (2026-09-10)
• Private placement / PIPE definition (undated)
• Dilution definition (undated)
• Quoin Pharmaceuticals second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($3,845,606 + $6,954,476) / ($3,144,340 / 91) = 312.6 days

Key Figures

Total Amount Sold: $50,000,649 Total Remaining to be Sold: $0 Placement agent fees: 6.0% of gross offering proceeds +4 more

7 metrics

Total Amount Sold $50,000,649 Total gross proceeds assuming cash exercise of all warrants issued in the private placement

Total Remaining to be Sold $0 Reported remaining amount in the offering after sales

Placement agent fees 6.0% of gross offering proceeds Fees due to placement agents, assuming cash exercise of all warrants

Finders' fees $0 Finders' fees amount reported in the Form D table

Date of First Sale August 31, 2026 Initial sale date for the exempt offering

Exemption claimed Rule 506(b) Federal exemption under Regulation D for the private offering

Issuer jurisdiction Israel Jurisdiction of incorporation/organization of Quoin Pharmaceuticals Ltd.

Key Terms

Rule 506(b), Regulation D, covered securities, placement agents, +1 more

5 terms

Rule 506(b) regulatory

"The issuer is claiming an exemption under Rule 506(b) of Regulation D."

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

placement agents financial

"Consists of fees due to placement agents equal in aggregate to 6.0% of gross"

Placement agents are professional intermediaries who help companies, investment funds or governments find and secure investors when selling stocks, bonds or private securities, acting like a matchmaker that introduces sellers to suitable buyers. For investors, the choice of placement agent matters because their network, reputation and negotiating skill affect who gets access, the price and the speed of a deal, and they can introduce conflicts or additional fees that influence returns.

working capital financial

"some proceeds to be used as working capital will be used indirectly for paying salaries"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

Offering Details

private offering

Offering

Offering Type private offering

Use of Proceeds General working capital; no proceeds specifically set aside for officers or directors, though some working capital may indirectly fund salaries of employees including executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is Quoin Pharmaceuticals Ltd. (QNRX) offering in this Form D?

Quoin Pharmaceuticals is offering equity, warrants or other rights to acquire securities, and securities issuable upon exercise of those warrants or rights in a private placement relying on Rule 506(b) of Regulation D.

How much has Quoin Pharmaceuticals (QNRX) sold in this exempt offering?

The company reports Total Amount Sold of $50,000,649, with Total Remaining to be Sold of $0. The total reflects gross proceeds assuming cash exercise of all warrants issued in the private placement.

When did Quoin Pharmaceuticals (QNRX) first sell securities in this offering?

The Date of First Sale in the offering is reported as August 31, 2026. The filing is marked as a New Notice under Form D for this exempt private placement.

What fees are placement agents receiving in Quoin Pharmaceuticals’ (QNRX) Form D offering?

Placement agents are entitled to fees equal in aggregate to 6.0% of gross offering proceeds, assuming cash exercise of all warrants issued. The lead placement agent may also receive reimbursement for reasonable out-of-pocket expenses, which are not included in that percentage.

How will Quoin Pharmaceuticals (QNRX) use the proceeds of this private offering?

The company indicates proceeds will be used as working capital. It states that no proceeds are specifically set aside for officers or directors, but some working capital may indirectly fund salaries of employees, including executive officers.

Which exemption is Quoin Pharmaceuticals (QNRX) claiming for this securities offering?

The issuer is claiming an exemption under Rule 506(b) of Regulation D. It also certifies it is not disqualified from relying on Rule 504 or Rule 506 for the reasons described in those rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 05:01 PM Accepted by SEC EDGAR 09/10/2026 - 05:01 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001671502

Quoin Pharmaceuticals, Ltd.

Cellect Biotechnology Ltd.

Cellect Biomed Ltd.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Quoin Pharmaceuticals Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Quoin Pharmaceuticals Ltd.
Street Address 1		Street Address 2
42127 PLEASANT FOREST COURT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ASHBURN	VIRGINIA	20148-7349	(703) 980-4182

3. Related Persons

Last Name	First Name	Middle Name
Myers	Michael
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lawlor	Sally	Bridget
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Carter	Denise
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cooper	Joseph
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Culverwell	James
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Langer	Dennis
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leong	Natalie
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sember	Michael
Street Address 1	Street Address 2
42127 Pleasant Forest Court
City	State/Province/Country	ZIP/PostalCode
Ashburn	VIRGINIA	20148

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-31				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Leerink Partners LLC	000039011
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1301 Avenue of the Americas	5th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT DELAWARE FLORIDA MARYLAND NEW JERSEY NEW YORK NORTH CAROLINA OREGON

Recipient	Recipient CRD Number None
BTIG, LLC	000122225
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
65 East 55th Street
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT DELAWARE FLORIDA MARYLAND NEW JERSEY NEW YORK NORTH CAROLINA OREGON

Recipient	Recipient CRD Number None
Lake Street Capital Markets, LLC	000164447
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
121 South 8th Street	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT DELAWARE FLORIDA MARYLAND NEW JERSEY NEW YORK NORTH CAROLINA OREGON

13. Offering and Sales Amounts

Total Offering Amount	$50,000,649	USD	or Indefinite
Total Amount Sold	$50,000,649	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The total offering amount reflects the total gross proceeds to be received assuming cash exercise of all warrants issued in the private placement.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

33

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$3,000,039	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Consists of fees due to placement agents equal in aggregate to 6.0% of gross offering proceeds, assuming cash exercise of all warrants issued. Lead placement agent also entitled to reimbursement for reasonable out-of-pocket expenses, not included here.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

While no offering proceeds are set aside for payments to the named officers or directors, it is possible that some proceeds to be used as working capital will be used indirectly for paying salaries to employees including executive officers.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Quoin Pharmaceuticals Ltd.	/s/ Sally Lawlor	Sally Lawlor	Chief Financial Officer	2026-09-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.