Quoin Pharmaceuticals shareholder Woodline Partners has disclosed a significant passive stake in the company. Woodline Partners LP, an investment adviser, reports beneficial ownership of 2,785,370 Ordinary Shares of Quoin, representing 9.5% of the class, with sole voting and dispositive power over all reported shares.
The position is held through Woodline Master Fund LP via American Depositary Shares, each representing thirty-five Ordinary Shares. The percentage ownership is based on 29,364,180 Ordinary Shares outstanding as of November 3, 2025. Woodline certifies the holdings are in the ordinary course of business and not for the purpose of influencing control of Quoin Pharmaceuticals.
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Insights
Woodline reports a passive 9.5% stake in Quoin, signaling sizable but non‑activist institutional ownership.
Woodline Partners LP, an investment adviser, reports beneficial ownership of 2,785,370 Quoin Ordinary Shares, equal to 9.5% of the class, with sole voting and dispositive power. The stake is held via American Depositary Shares through Woodline Master Fund LP.
The ownership percentage is calculated against 29,364,180 Ordinary Shares outstanding as of November 3, 2025. Woodline certifies the position was acquired and is held in the ordinary course of business, and not to change or influence control, aligning this with a passive Schedule 13G filing.
The disclosure confirms a single institutional holder above the 5% threshold, while stating that the Woodline Fund has rights to dividends and sale proceeds on more than 5% of the Ordinary Shares. Subsequent ownership reports would show whether this sizable passive stake is maintained, increased, or reduced over future reporting dates.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Quoin Pharmaceuticals, Ltd.
(Name of Issuer)
Ordinary Shares, no par value per share
(Title of Class of Securities)
74907L409
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
74907L409
1
Names of Reporting Persons
Woodline Partners LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,785,370.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,785,370.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,785,370.00
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)
9.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
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 statement is filed by Woodline Partners LP ("Woodline Partners" or the "Reporting Person"), a Delaware limited partnership, and the investment adviser to Woodline Master Fund LP (the "Woodline Fund"), with respect to the ordinary shares, no par value per share ("Ordinary Shares"), of Quoin Pharmaceuticals Ltd. (the "Company") represented by American Depositary Shares ("ADSs") directly held by the Woodline Fund.
There is no CUSIP number assigned to the Ordinary Shares. The CUSIP number 74907L409 has been assigned to the ADSs of the Company, which are quoted on the Nasdaq Capital Market under the symbol "QNRX." Each ADS represents thirty-five Ordinary Shares.
The filing of this statement should not be construed as an admission that the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of Woodline Partners is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.
(c)
Citizenship:
Woodline Partners is a Delaware limited partnership.
(d)
Title of class of securities:
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 required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 29,364,180 Ordinary Shares outstanding as of November 3, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.
(b)
Percent of class:
9.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Woodline Fund has right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
Woodline Partners LP
Signature:
/s/ Erin Mullen
Name/Title:
Erin Mullen, General Counsel & Chief Compliance Officer
What percentage of Quoin Pharmaceuticals (QNRX) does Woodline Partners own?
Woodline Partners reports beneficial ownership of 9.5% of Quoin Pharmaceuticals’ Ordinary Shares. This percentage is based on 29,364,180 Ordinary Shares outstanding as of November 3, 2025, as disclosed in Quoin’s Form 10-Q for the quarter ended September 30, 2025.
How many Quoin Pharmaceuticals (QNRX) shares does Woodline Partners report owning?
Woodline Partners reports beneficial ownership of 2,785,370 Quoin Ordinary Shares. These shares are represented by American Depositary Shares held by Woodline Master Fund LP, over which Woodline Partners has sole voting and sole dispositive power, with no shared power reported.
Is Woodline Partners’ stake in Quoin Pharmaceuticals (QNRX) passive or activist?
Woodline Partners characterizes its position as passive. It certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Quoin Pharmaceuticals, consistent with a Schedule 13G filing.
How is Woodline Partners’ ownership in Quoin Pharmaceuticals (QNRX) held?
The Quoin position is held through Woodline Master Fund LP in the form of American Depositary Shares. Each ADS represents thirty-five Ordinary Shares of Quoin Pharmaceuticals, and the Woodline Fund has rights to dividends and sale proceeds on more than 5% of the Ordinary Shares.
What voting and dispositive powers does Woodline Partners report for its Quoin (QNRX) stake?
Woodline Partners reports sole voting power and sole dispositive power over 2,785,370 Ordinary Shares of Quoin. It reports no shared voting or shared dispositive power, indicating control over how these shares are voted and whether they are sold.
On what date did Woodline Partners’ Quoin (QNRX) ownership trigger this Schedule 13G filing?
The Schedule 13G lists December 31, 2025 as the date of the event requiring the filing. At that point, Woodline Partners’ beneficial ownership of Quoin’s Ordinary Shares exceeded the 5% reporting threshold for institutional investment managers.
