Quoin Pharmaceuticals, Ltd. Schedule 13G/A amendment reports beneficial ownership positions held or controlled by ADAR1-related entities and an individual, tied to American Depositary Shares (each representing 35 Ordinary Shares).
The filing states shared dispositive power of 102,846 and 102,883 Depositary Shares for named filers and cites 1,961,206 Depositary Shares outstanding as of March 31, 2026.
Positive
None.
Negative
None.
Insights
Disclosure shows ADAR1-affiliated entities report indirect holdings and warrant exposure under a beneficial ownership limit.
The filing lists shared voting/dispositive power of 102,846 and 102,883 Depositary Shares for ADAR1 entities and an affiliated individual, representing 4.9% of the class based on March 31, 2026 outstanding figures.
Qualifiers include explicit exclusions of additional Depositary Shares underlying warrants subject to a 4.99% beneficial ownership limitation; subsequent exchanges or exercises are constrained by that limitation and holder decisions.
The amendment clarifies attribution across funds, GP and an individual manager for Schedule 13G/A purposes.
The cover notes that ADAR1 Capital Management acts as investment manager or sub-advisor and ADAR1 Capital Management GP is general partner, each potentially deemed to indirectly beneficially own positions held by affiliated funds and separately managed accounts.
Because portions of holdings are recorded as holdings plus Depositary Shares underlying warrants and some warrant amounts are explicitly excluded due to ownership caps, the practical convertible exposure depends on future exercises and ownership-limit calculations.
Key Figures
Depositary Shares outstanding:1,961,206 Depositary SharesShared dispositive power (ADAR1 Capital Management):102,846 Depositary SharesShared dispositive power (ADAR1 GP):102,883 Depositary Shares+4 more
7 metrics
Depositary Shares outstanding1,961,206 Depositary Sharesas of March 31, 2026
Shared dispositive power (ADAR1 Capital Management)102,846 Depositary Sharesreported shared dispositive power for ADAR1 Capital Management
Shared dispositive power (ADAR1 GP)102,883 Depositary Sharesreported shared dispositive power for ADAR1 Capital Management GP, LLC
Percent of class4.9%percent of Depositary Shares for reported holdings
Depositary Shares underlying warrants (included)99,845 Depositary Sharesunderlying warrants held by ADAR1 Partners and Spearhead as of March 31, 2026
Depositary Shares underlying warrants (excluded)142,579 Depositary Sharesexcluded from beneficial ownership due to 4.99% ownership limitations
Depositary Shares, beneficial ownership limitation, shared dispositive power, warrants to purchase Ordinary Shares represented by ADS
4 terms
Depositary Sharesfinancial
"Includes (i) 2,300 American Depositary Shares ("Depositary Shares")"
Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.
beneficial ownership limitationregulatory
"subject to 4.99% beneficial ownership limitations determined in relation to the number of Ordinary Shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
shared dispositive powerfinancial
"Shared Dispositive Power 102,846.00"
warrants to purchase Ordinary Shares represented by ADSfinancial
"Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Quoin Pharmaceuticals, Ltd.
(Name of Issuer)
American Depositary Shares, each representing thirty-five (35) Ordinary Shares, no par value per share
(Title of Class of Securities)
74907L409
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74907L409
1
Names of Reporting Persons
ADAR1 Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
102,846.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
102,846.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,846.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes (i) 2,300 American Depositary Shares ("Depositary Shares"), each representing thirty-five (35) Ordinary Shares, no par value per share ("Ordinary Shares") held by ADAR1 Partners, LP, (ii) 352 Depositary Shares held by Spearhead Insurance Solutions IDF, LLC, (iii) 349 Depositary Shares held by other separately managed accounts and (iv) 99,845 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC as of March 31, 2026. Excludes 142,579 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 4.99% beneficial ownership limitations determined in relation to the number of Ordinary Shares underlying the Depositary Shares. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC and the separately managed accounts referenced above, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC and the separately managed accounts.
Based on 1,961,206 Depositary Shares of Quoin Pharmaceuticals, Ltd. (the "Issuer") outstanding as of March 31, 2026, reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
74907L409
1
Names of Reporting Persons
ADAR1 Capital Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
102,883.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
102,883.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,883.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes (i) 2,300 American Depositary Shares ("Depositary Shares"), each representing thirty-five (35) Ordinary Shares, no par value per share ("Ordinary Shares") held by ADAR1 Partners, LP and (ii) 100,583 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP as of March 31, 2026. Excludes 109,113 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP, the exchange and exercise of which are subject to 4.99% beneficial ownership limitations determined in relation to the number of Ordinary Shares underlying the Depositary Shares. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP.
Based on 1,961,206 Depositary Shares of Quoin Pharmaceuticals, Ltd. (the "Issuer") outstanding as of March 31, 2026, reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
74907L409
1
Names of Reporting Persons
Daniel Schneeberger
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
102,846.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
102,846.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,846.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes (i) 2,300 American Depositary Shares ("Depositary Shares"), each representing thirty-five (35) Ordinary Shares, no par value per share ("Ordinary Shares") held by ADAR1 Partners, LP, (ii) 352 Depositary Shares held by Spearhead Insurance Solutions IDF, LLC, (iii) 349 Depositary Shares held by other separately managed accounts and (iv) 99,845 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC as of March 31, 2026. Excludes 142,579 Depositary Shares underlying Warrants to Purchase Ordinary Shares Represented by American Depositary Shares or Exchange Warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 4.99% beneficial ownership limitations determined in relation to the number of Ordinary Shares underlying the Depositary Shares. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC and the separately managed accounts.
Based on 1,961,206 Depositary Shares of Quoin Pharmaceuticals, Ltd. (the "Issuer") outstanding as of March 31, 2026, reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Quoin Pharmaceuticals, Ltd.
(b)
Address of issuer's principal executive offices:
42127 Pleasant Forest Court, Ashburn, VA 20148-7349
Item 2.
(a)
Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management");
(ii) ADAR1 Capital Management GP, LLC ("ADAR1 General Partner"); and
(iii) Daniel Schneeberger ("Mr. Schneeberger").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)
Citizenship:
(i) ADAR1 Capital Management is a Texas limited liability company;
(ii) ADAR1 General Partner is a Texas limited liability company; and
(iii) Mr. Schneeberger is a citizen of Switzerland.
(d)
Title of class of securities:
American Depositary Shares, each representing thirty-five (35) Ordinary Shares, no par value per share
(e)
CUSIP No.:
74907L409
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)
Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ADAR1-related filers report shared beneficial ownership of 102,846 and 102,883 Depositary Shares, representing 4.9% of the class based on March 31, 2026 outstanding figures reported in the issuer's Form 10-Q.
How many Quoin ADS were outstanding as of March 31, 2026?
The filing cites 1,961,206 Depositary Shares outstanding as of March 31, 2026, a figure taken from the issuer's Form 10-Q referenced in the amendment and used to compute reported percentages of class.
Do the reported figures include warrants and exchange warrants?
The cover disclosures include specific counts of Depositary Shares underlying warrants (for example, 99,845 and exclusions of 142,579), and state some warrant amounts are excluded because exchanges/exercises are subject to a 4.99% beneficial ownership limitation.
Why are some Depositary Shares excluded from the ownership totals?
Certain Depositary Shares underlying warrants are excluded because their exchange or exercise would be constrained by a 4.99% beneficial ownership limitation, so those shares are not treated as available for beneficial ownership calculation in this filing.
