Quoin Pharmaceuticals Ltd. (NASDAQ: QNRX) (the “Company” or “Quoin”), a specialty pharmaceutical company focused on rare and orphan diseases, announced the pricing of its “reasonable best efforts” public offering of 4,062,500 ordinary shares represented by 4,062,500 American Depositary Shares (or pre-funded warrants in lieu thereof), Series D warrants to purchase an aggregate of up to 4,062,500 ordinary shares represented by 4,062,500 American Depositary Shares and Series E warrants to purchase an aggregate of up to 4,062,500 ordinary shares represented by 4,062,500 American Depositary Shares at a combined purchase price of $1.60 per American Depositary Share and associated Series D warrant and Series E warrant for aggregate gross proceeds of approximately $6.5 million before deducting placement agent fees and other offering expenses. The Series D and Series E warrants will have an exercise price of $1.60 per share, will be exercisable immediately following the date of issuance and will expire in two years and five years, respectively, from their issuance.
The closing of the offering is expected to occur on or about March 7, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
In connection with the offering, the Company has entered into an agreement with existing investors of the Company to reduce the exercise price of outstanding warrants to purchase up to 638,834 ADS which were issued in the Company’s August, 2022 and February, 2023 public offerings (the “Prior Warrants”) from $13.20 per ADS with respect to the August 2022 warrants and $12.00 per ADS with respect to the February 2023 warrants (both prices having been adjusted pursuant to the Company’s one-for-twelve reverse stock split effective July 18, 2023) to $1.60 per ADS, effective upon the closing of this offering. Additionally, the term of the Prior Warrants shall be amended such that the new termination date shall be March 7, 2029.
A registration statement on Form S-1, as amended (No. 333-277016) (“Form S-1”), relating to the offering was filed with the Securities and Exchange Commission (“SEC”), and it was declared effective on February 14, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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