0001104659-26-035251 | 10-K | XBRL Viewer | Quoin Pharmaceuticals LTD

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STOCK BASED COMPENSATION - Stock-based activities (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Weighted Average Contractual Terms
Intrinsic value of outstanding options	$ 0.8
Amended & 2025 Plans \| ADS
ADS Underlying Options
Number of options outstanding at beginning of period (in shares)	55,541	7,946
Granted (in share)	171,313	47,595
Canceled (in shares)	(10,897)
Number of options outstanding at end of period (in shares)	215,957	55,541	7,946
Exercisable options (in shares)	10,774
Weighted Average Exercise Price
Outstanding at beginning of the period (in dollars per share)	$ 150.27	$ 886.9
Granted (in dollars per share)	9.99	27.3
Canceled (in dollars per share)	74.19
Outstanding at the end of the period (in dollars per share)	42.83	$ 150.27	$ 886.9
Exercisable options (in dollars per share)	$ 485.14
Weighted Average Contractual Terms
Contractual term (in years)	9 years 3 months 18 days	9 years 9 months 3 days	9 years 8 months 4 days
Exercisable options (in years)	8 years 3 months 14 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP, which have been consistently applied. All intercompany accounts and transactions have been eliminated in consolidation.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of Quoin Pharmaceuticals Ltd. and its wholly owned subsidiary. All intercompany transactions and balances are eliminated in consolidation. The functional currency of Quoin Ireland, a wholly-owned subsidiary of the Company, is remeasured into U.S. dollars using the exchange rate in effect at the consolidated balance sheet date. The Company translates the assets and liabilities of its Ireland subsidiary into the United States dollar at the exchange rate in effect on the balance sheet date and those unrealized gains and losses are reported in other comprehensive income. Expenses are remeasured using the average exchange rate in effect during the period. Gains and losses arising from remeasurement of the wholly owned subsidiary’s financial statements are included in the determination of net loss.

Use of Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in developing the estimates and assumptions that are used in the preparation of these financial statements including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: settlement of debt or other obligations, stock-based compensation, research and development expense recognition, intangible asset estimated useful lives and impairment assessments, allowances of deferred tax assets, and cash flow assumptions regarding going concern considerations.

Cash and cash equivalents:

The Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. The Company, from time to time during the periods presented, has had bank account balances in excess of federally insured limits where substantially all cash is held in the United States. The Company has not experienced losses in such accounts. The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Warrants:

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) provided that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

The Company assesses classification of its warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets, liabilities and equity is required. The Company evaluated the warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that such warrants meet the criteria for equity classification in the accompanying consolidated balance sheets as of December 31, 2025 and December 31, 2024, respectively.

Investments:

Investments as of December 31, 2025 and 2024 consist primarily of U.S. Treasury Bills and Notes, which are classified as trading securities, totaling $14.9 million and $10.4 million, respectively. The amount as of December 31, 2025 also includes $0.2 million held as cash equivalents. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s U.S. Treasury Bills and Notes held on December 31, 2025 have maturities within twelve months from the balance sheet date. As of December 31, 2025, the carrying value of the Company’s U.S. Treasury Bills and Notes approximates their fair value due to their short-term maturities.

Long-lived assets:

Long-lived assets are comprised of acquired technology and licensed rights to use technology, which are considered platform technology with alternative future uses beyond the current products in development. Such intangible assets are being amortized on a straight-line basis over their expected useful life of 10 years.

The Company assesses the impairment for long-lived assets whenever events or circumstances indicate the carrying value may not be recoverable. Factors the Company considers that could trigger an impairment review include the following:

●

Significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business,

●

Significant underperformance relative to expected historical or projected development milestones,

●

Significant negative regulatory or economic trends, and

●

Significant technological changes which could render the platform technology obsolete.

The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the years ended December 31, 2025 and 2024, there were no impairment indicators which required an impairment loss measurement.

Operating Segment:

The Company operates in one business segment, which includes the business of research and development activities related to the development of therapeutic products that treat rare and orphan diseases for which there are currently very limited or no approved treatments or cures. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer, who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

In addition to the significant expense categories included within consolidated net loss presented on the Company’s Consolidated Statements of Operations, see below for disaggregated amounts that comprise research and development expenses:


	Year ended December 31,
	2025		2024
External clinical development expenses	$	7,396,788	$	2,083,119
Personnel related and stock-based compensation		1,532,280		1,073,564
Other research and development expenses		873,739		445,949
Total research and development expenses	$	9,802,807	$	3,602,632

Research and development:

Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third-party contractors to perform research, conduct clinical trials and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials when applicable, administrative costs incurred by third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered.

Income taxes:

The Company accounts for its income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company maintains a full valuation allowance on its existing deferred tax assets.

The Company also accounts for uncertain tax positions using the more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the Company’s income tax returns. As of December 31, 2025 and 2024, the Company had no uncertain tax positions which affected its financial position and its results of operations or its cash flows and will continue to evaluate for uncertain tax positions in the future. If at any time the Company should record interest and penalties in connection with income taxes, the interest and the penalties will be expensed within the interest and general and administrative expenses, respectively.

Stock based compensation:

The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

Since the Company has a limited history of trading as a public company, the Company’s expected stock volatility is based on a weighting of its historical volatility along with a group of a publicly traded set of peer companies. The Company utilizes the simplified method to estimate the expected term. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield was assumed to be zero as the Company has not paid dividends since its inception and does not anticipate paying dividends in the foreseeable future.

Fair value of financial instruments:

The Company considers its cash and cash equivalents, investments, accounts payable, accrued expenses to meet the definition of financial instruments. The carrying amounts of these financial instruments approximated their fair values due to the short maturities.

The Company measures fair value as required by ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

Earnings (loss) per share:

The Company reports loss per share in accordance with ASC 260-10, Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to shareholders by the weighted average shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net earnings (loss) per share gives effect to ordinary shares equivalents; however, other than unexercised prefunded warrants as described below, potential shares are excluded if their effect is anti-dilutive.

For the year ended December 31, 2025, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 8,931,650 ADS and outstanding stock options to purchase 215,957 ADS. For the year ended December 31, 2024, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 1,120,301 ADS and outstanding stock options to purchase 55,541 ADS. The inclusion of these warrants and stock options for both 2025 and 2024 in the denominator would be anti-dilutive. For the years ended December 31, 2025 and December 31, 2024 basic and diluted net earnings (loss) per share included 1,309,591 ADS and 320,362 ADS respectively issuable with respect to unexercised prefunded warrants (See Note 13).

Recent Accounting Pronouncements:

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. The Company adopted ASU No. 2023-09 prospectively effective January 1, 2025 (See Note14).

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update provide clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. The amendments also provide additional guidance for reporting material events occurring after the most recent annual period. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

LIQUIDITY RISKS AND OTHER UNCERTAINTIES	12 Months Ended
Dec. 31, 2025
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
LIQUIDITY RISKS AND OTHER UNCERTAINTIES	NOTE 2 - LIQUIDITY RISKS AND OTHER UNCERTAINTIES The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. The Company has incurred net losses every year since inception and has an accumulated deficit of approximately $71.0 million at December 31, 2025. The Company has a limited operating history and has historically funded its operations through its founders’ funding expenditures and debt and equity financings. At December 31, 2025, the Company had cash balances totaling $3.8 million and investments of $14.9 million. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to obtain additional funding. There can be no assurance that such funding will be available in sufficient amounts or on terms acceptable to the Company. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. Based upon the Company’s current business plans and cash, cash equivalents and investments on hand, management has concluded that there is substantial doubt about our ability to continue as a going concern for a period of at least one year from the issuance of the audited consolidated financial statements. In order to address the Company’s capital needs, the Company intends to consider multiple alternatives, including, but not limited to, the sale of additional equity or debt securities or other debt instruments, collaborative, strategic, and/or licensing transactions or grants to support our future operations. We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain marketing approval for one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty The Company will need to obtain further funding through public or private offerings of its capital stock, debt financing, pursuant to the exercise of warrants issued to investors in the Company’s prior public and private offerings, collaboration, strategic and/or licensing arrangements or other sources in order to complete the research and development of the Company’s product candidates and to fund the Company’s other operating requirements until it achieves commercial profitability, if ever. However, the Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. In addition, any exercise of the Company’s outstanding warrants is at the discretion of the warrant holders and is dependent, in part, upon the market price of the Company’s ADSs. There can be no assurance that any of the Company’s outstanding warrants will ever be in-the-money prior to their expiration and, as such, the Company’s outstanding warrants may expire without being exercised. If the Company is unable to obtain additional funding when it becomes necessary, the development of its product candidates will be impacted and the Company would likely be forced to delay, reduce, or terminate some or all of its development programs. Other risks and uncertainties: The Company is subject to risks common to late-stage clinical specialty pharmaceutical companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, pre-clinical and clinical trial outcome risks, regulatory approval risks, uncertainty of market acceptance and additional financing requirements. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. The Company is also dependent on several third party suppliers, in some cases a single source supplier including the contract research organization managing both of the Company’s current clinical studies, the supplier of the active pharmaceutical ingredient (API), as well as the contract manufacturer of the drug product for clinical development.

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

12 Months Ended

Dec. 31, 2025

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

NOTE 2 - LIQUIDITY RISKS AND OTHER UNCERTAINTIES

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. The Company has incurred net losses every year since inception and has an accumulated deficit of approximately $71.0 million at December 31, 2025. The Company has a limited operating history and has historically funded its operations through its founders’ funding expenditures and debt and equity financings. At December 31, 2025, the Company had cash balances totaling $3.8 million and investments of $14.9 million.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to obtain additional funding. There can be no assurance that such funding will be available in sufficient amounts or on terms acceptable to the Company. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Based upon the Company’s current business plans and cash, cash equivalents and investments on hand, management has concluded that there is substantial doubt about our ability to continue as a going concern for a period of at least one year from the issuance of the audited consolidated financial statements. In order to address the Company’s capital needs, the Company intends to consider multiple alternatives, including, but not limited to, the sale of additional equity or debt securities or other debt instruments, collaborative, strategic,

and/or licensing transactions or grants to support our future operations. We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain marketing approval for one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty The Company will need to obtain further funding through public or private offerings of its capital stock, debt financing, pursuant to the exercise of warrants issued to investors in the Company’s prior public and private offerings, collaboration, strategic and/or licensing arrangements or other sources in order to complete the research and development of the Company’s product candidates and to fund the Company’s other operating requirements until it achieves commercial profitability, if ever. However, the Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. In addition, any exercise of the Company’s outstanding warrants is at the discretion of the warrant holders and is dependent, in part, upon the market price of the Company’s ADSs. There can be no assurance that any of the Company’s outstanding warrants will ever be in-the-money prior to their expiration and, as such, the Company’s outstanding warrants may expire without being exercised. If the Company is unable to obtain additional funding when it becomes necessary, the development of its product candidates will be impacted and the Company would likely be forced to delay, reduce, or terminate some or all of its development programs.

Other risks and uncertainties:

The Company is subject to risks common to late-stage clinical specialty pharmaceutical companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, pre-clinical and clinical trial outcome risks, regulatory approval risks, uncertainty of market acceptance and additional financing requirements.

The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products.

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed.

The Company is also dependent on several third party suppliers, in some cases a single source supplier including the contract research organization managing both of the Company’s current clinical studies, the supplier of the active pharmaceutical ingredient (API), as well as the contract manufacturer of the drug product for clinical development.

LICENSE AGREEMENTS (Details)	12 Months Ended
LICENSE AGREEMENTS (Details)	Dec. 31, 2025 USD ($) agreement	Dec. 31, 2024 agreement
LICENSE AGREEMENTS
Number of license and supply agreements entered \| agreement	9	9
Royalty revenues \| $	$ 0

STOCK BASED COMPENSATION - Weighted average assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Expected volatility	108.80%	106.60%
Risk-free interest rate	4.40%	3.90%
Expected dividend yield	0.00%	0.00%
Expected life of options in years	6 years 4 months 24 days	6 years 4 months 24 days
Exercise Price	$ 9.99	$ 27.3
Fair value of stock	9.66	27.3
Estimate fair value of option	$ 8.22	$ 23.1

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2025

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 8 – ACCRUED EXPENSES

Accrued expenses are as follows:


		December 31,			December 31,
		2025			2024
Research contract expenses (note 12)		$	934,524		$	183,094
Payroll (note 11)			1,023,295			940,539
Payroll taxes (note 11)			54,936			77,726
Accrued severance			391,926			—
Professional fees			96,848			323,497
Other expenses			36,928			4,121
Total		$	2,538,457		$	1,528,977

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2025

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of assets and liabilities measured at fair value on a recurring basis


December 31, 2025	Level 1		Level 2		Level 3		Total
US Treasury Bills and Notes	$	14,927,165	$	—	$	—	$	14,927,165
Mutual Funds		224,093						224,093
Total Assets	$	15,151,258	$	—	$	—	$	15,151,258


December 31, 2024		Level 1			Level 2			Level 3			Total
US Treasury Bills and Notes		$	10,433,535		$	—		$	—		$	10,433,535
Total US Treasury Bills and Notes Asset		$	10,433,535		$	—		$	—		$	10,433,535

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings (loss) per share (Details) - ADS - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Pre-funded warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unexercised prefunded warrants	1,309,591	320,362
Employee Stock Option
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	215,957	55,541
Outstanding warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	8,931,650	1,120,301

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

Schedule of amounts due to officers


		December 31,			December 31,
		2025			2024
Salaries and other compensation		$	2,323,733		$	2,923,733
Less: Short-term portion			(600,000)			(600,000)
Long-term portion		$	1,723,733		$	2,323,733

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
U.S. treasury bills	$ 14.9	$ 10.4
Cash balance	$ 0.2
Maturity term	12 months

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Schedule of U.S. and foreign loss before income taxes


	2025		2024
United States	$	(15,722,913)	$	(8,962,472)
Foreign		(81,742)		—
Income before income taxes	$	(15,804,655)	$	(8,962,472)

Schedule of reconciliation between effective tax and tax computed by applying the U.S. federal income tax rate


		Year Ended December 31, 2025
Book earnings (loss) before taxes		$	(15,804,655)
U.S. Federal Statutory Tax Rate			(3,318,978)	21.0	%
State & Local Income Taxes, Net of Federal Income Tax Effect			489,322	(3.1)	%
Foreign Tax Effects			—	0.0	%
Change in Foreign Valuation Allowance			10,218	(0.1)	%
Foreign Rate Differential			6,948	0.0	%
Effect of Cross-Border Tax Laws			—	0.0	%
Tax Credits			—	0.0	%
Research and development tax credits			(80,482)	0.5	%
Changes in Valuation Allowances			2,567,925	(16.3)	%
Nontaxable or Nondeductible Items			—	0.0	%
IRC 162(m)			323,581	(2.0)	%
Other			1,466	0.0	%
Changes in Unrecognized Tax Benefits			—	0.0	%
Other Adjustments			—	0.0	%
Effective Tax Rate		$	—	0.0	%


	2024
Federal Statutory Rate	$	(1,893,000)
Permanent Differences		208,000
Research and Development		(180,000)
State Income Tax		(139,000)
State rate change		(397,000)
Change in Valuation Allowance		2,253,000
Deferred True Up		148,000
Effective Tax		—

Schedule of deferred tax assets and liabilities


	2025		2024
Intangible Assets	$	67,540	$	60,277
Accrued Expenses		119,524		230,426
Stock Based Compensation		540,155		474,039
Research & Development		2,264,454		1,667,722
Unrealized Exchange Gain/Loss		3,482		—
Net Operating Loss		8,575,552		5,683,264
Foreign Operating Loss		10,218		—
R&D Credits		433,736		353,255
Total gross deferred tax assets/(liabilities)	$	12,014,660	$	8,468,983
Less valuation allowance		(12,014,660)		(8,468,983)
Net deferred tax assets/(liabilities)	$	—	$	—

SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2025

SHAREHOLDERS' EQUITY

Schedule of warrants outstanding

The following table summarizes warrant activities during the year ended December 31, 2024 and the year ended December 31, 2025:


			Weighted
	ADSs Underlying		Average Exercise
	Warrants		Price Per ADS
Outstanding and exercisable at December 31, 2023	24,688		$	564.52	*
Granted Warrants	1,095,635			17.39	*
Granted Pre-Funded Warrants	434,988			—
Exercised Pre-Funded Warrants	(114,626)			—
Terminated	(21)		$	57,750.00
Outstanding and exercisable at December 31, 2024	1,440,664		$	16.80
Granted Warrants	8,036,364			11.03
Granted Pre-Funded Warrants	1,993,939			—
Exercised Warrants	(222,801)			15.75
Exercised Pre-Funded Warrants	(1,004,711)			—
Terminated	(2,215)		$	433.54
Outstanding and exercisable at December 31, 2025	10,241,240		$	10.59

*Note that the exercise price of certain ordinary warrants issued in the Company’s 2022 Offering and 2023 Offering were reduced from $462.00 to $56.00 per ADS for investors who participated in the March 2024 Offering, and the exercise price of certain ordinary warrants issued in the 2022 Offering, 2023 Offering and March 2024 Offering were reduced from $56.00 to $15.75 per ADS for certain investors who participated in the December 2024 Offering, see above.

ACCRUED INTEREST AND FINANCING EXPENSE

12 Months Ended

Dec. 31, 2025

ACCRUED INTEREST AND FINANCING EXPENSE

ACCRUED INTEREST AND FINANCING EXPENSE

NOTE 4 – ACCRUED INTEREST AND FINANCING EXPENSE

On October 2, 2020, Quoin Inc. issued promissory notes (the “2020 Notes”) to certain investors (“2020 Noteholders”). The 2020 Notes were mandatorily convertible into 12 ADSs, subject to adjustment and were converted in 2021. The ADSs issued to the 2020 Noteholders did not include accrued interest. Two of the five 2020 Noteholders received their amount due during the year ended December 31, 2022 and the Company’s estimate of the liability to the remaining three 2020 Noteholders was estimated to be $1,146,000 as of December 31, 2025 and December 31, 2024.

There was no interest expense recognized in both the years ended December 31, 2025 and 2024.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of Prepaid expenses and other current assets


		December 31,		December 31,
		2025		2024
Prepaid R&D costs		$	920,947	$	772,083
Prepaid insurance			277,808		309,889
Prepaid expense			63,219		87,154
Total		$	1,261,974	$	1,169,126
Less: Short-term portion			(1,261,974)		(869,126)
Long-term portion		$	—	$	300,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived assets and Income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Intangible assets, useful life	10 years
Impairment loss measurement	$ 0	$ 0
Unrecognized Tax Benefits	$ 0	$ 0

STOCK BASED COMPENSATION (Details) - shares		12 Months Ended
STOCK BASED COMPENSATION (Details) - shares	Aug. 21, 2025	Dec. 31, 2024	Dec. 31, 2025
Amended Plan
STOCK BASED COMPENSATION
Percentage of ordinary shares reserved for issuance		15.00%
Number of ordinary shares reserved for future issuance		9,197,277
Number of options outstanding (in shares)			200,627
Number of shares available for issuance			0
Amended Plan \| ADS
STOCK BASED COMPENSATION
Number of ordinary shares reserved for future issuance		262,779
Number of shares available for issuance			70,384
2025 Plan
STOCK BASED COMPENSATION
Number of shares authorized	3,000,000
Percentage of ordinary shares issued and outstanding	(15.00%)
2025 Plan \| ADS
STOCK BASED COMPENSATION
Number of shares available for issuance			2,463,450
Number of shares authorized	85,714

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of research and development expenses


	Year ended December 31,
	2025		2024
External clinical development expenses	$	7,396,788	$	2,083,119
Personnel related and stock-based compensation		1,532,280		1,073,564
Other research and development expenses		873,739		445,949
Total research and development expenses	$	9,802,807	$	3,602,632

INCOME TAXES - Rate reconciliation (Details) - USD ($)	12 Months Ended
INCOME TAXES - Rate reconciliation (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Federal income tax rate (as a percent)	21.00%	21.00%
Federal Statutory Rate	$ (3,318,978)	$ (1,893,000)
Permanent Differences		208,000
Research and Development		(180,000)
State Income Tax	$ 489,322	(139,000)
State rate change		(397,000)
Change in Valuation Allowance		2,253,000
Deferred True Up		$ 148,000

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2025
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	The Company does not have a formal policy on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. The Board and the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. Option grants are effective on the date the award determination is made by the Board and/or the Compensation Committee, and the exercise price of options is the closing market price of our ADSs on the date of the grant or, if the grant is made on a weekend or holiday, on the prior business day.
Award Timing Method	The Company does not have a formal policy on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. The Board and the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed.
Award Timing Predetermined	true
Award Timing MNPI Considered	false
Award Timing, How MNPI Considered	The Company does not have a formal policy on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company.
MNPI Disclosure Timed for Compensation Value	false

LIQUIDITY RISKS AND OTHER UNCERTAINTIES (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
Accumulated deficit	$ (70,970,447)	$ (55,165,792)
Cash balance	3,818,096	3,623,343
Investments	$ 14,927,165	$ 10,433,535

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid R&D costs	$ 920,947	$ 772,083
Prepaid insurance	277,808	309,889
Prepaid expense	63,219	87,154
Total	1,261,974	1,169,126
Less: Short-term portion	$ (1,261,974)	(869,126)
Long-term portion		$ 300,000

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 11 – RELATED PARTY TRANSACTIONS

Due to Officers/Founders:

Due to the limited funding of Quoin Inc. prior to the consummation of the Merger, the compensation, including salary, office and car allowances and other benefits, due to Dr. Myers and Ms. Carter under their respective employment agreements, as well as reimbursement of expenses and other amounts paid by Dr. Myers and Ms. Carter to third parties on behalf of Quoin Inc., were not paid by Quoin Inc. to Dr. Myers and Ms. Carter, and were accrued as indebtedness to Dr. Myers and Ms. Carter. Following the closing of the Merger, Quoin Inc. began making payments of $25,000 per month to each of Dr. Myers and Ms. Carter to repay the above-described non-interest-bearing indebtedness. The Company repaid $300,000 and $300,000 of such indebtedness to Dr. Myers and $300,000 and $300,000 to Ms. Carter in the year ending December 31, 2025 and 2024, respectively. As of December 31, 2025, approximately $1,359,000 and $965,000 of such indebtedness was outstanding to Dr. Myers and Ms. Carter, respectively.

Amounts due to officers at December 31, 2025 and 2024 consisted of the following:


		December 31,			December 31,
		2025			2024
Salaries and other compensation		$	2,323,733		$	2,923,733
Less: Short-term portion			(600,000)			(600,000)
Long-term portion		$	1,723,733		$	2,323,733

Insider Participation in October 2025 and December 2024 Offering:

See Note 13.

Interest Payable:

See Note 4 for interest payable on the 2020 Notes.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

ACCRUED INTEREST AND FINANCING EXPENSE (Details)	12 Months Ended
ACCRUED INTEREST AND FINANCING EXPENSE (Details)	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($) item	Dec. 31, 2022 item	Dec. 31, 2021 shares
ACCRUED INTEREST AND FINANCING EXPENSE
Accrued interest and financing expense \| $	$ 1,146,251	$ 1,146,251
Convertible notes 2020
ACCRUED INTEREST AND FINANCING EXPENSE
Number of notes holders who received consideration \| item			2
Total number of notes holders \| item			5
Number of remaining noteholders \| item	3	3
Accrued interest and financing expense \| $	$ 1,146,000	$ 1,146,000
Interest expense \| $	$ 0	$ 0
Convertible notes 2020 \| Convertible notes warrants, common stock
ACCRUED INTEREST AND FINANCING EXPENSE
Shares issued upon conversion \| shares				12

INCOME TAXES - Income before income tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
United States	$ (15,722,913)	$ (8,962,472)
Foreign	(81,742)
Income before income taxes	$ (15,804,655)	$ (8,962,472)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
INTANGIBLE ASSETS
Amortization expense of intangibles	$ 100,000	$ 100,000
Expected amortization expense
2026	100,000
2027	100,000
2028	100,000
2029	$ 83,000

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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+ Details

SHAREHOLDERS' EQUITY (Details)								1 Months Ended	12 Months Ended
SHAREHOLDERS' EQUITY (Details)	Oct. 14, 2025 USD ($)	Oct. 10, 2025 USD ($) $ / shares shares	Apr. 09, 2025	Apr. 08, 2025	Dec. 23, 2024 USD ($) $ / shares shares	Dec. 20, 2024 USD ($) $ / shares shares	Mar. 07, 2024 USD ($) $ / shares shares	Mar. 31, 2024	Dec. 31, 2025 USD ($) Y $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 24, 2024 shares	Jan. 05, 2024 USD ($) $ / shares
SHAREHOLDERS' EQUITY
Ordinary shares, shares authorized									5,000,000,000	100,000,000
Ordinary shares, par value \| $ / shares									$ 0	$ 0
Proceeds from sale of equity securities, net \| $									$ 18,614,135	$ 11,567,736
Warrants gross proceeds \| $	$ 3,500,000
Number of years of income that limits distribution \| Y									2
Maximum period between date of financial statements and distribution date									6 months
Ordinary warrants \| $									$ 15,082,443	$ 11,244,239
2024 Public Offering
SHAREHOLDERS' EQUITY
Threshold period for not to enter into an agreement to effect a variable rate transaction, after the closing date of the Offering					180 days		180 days
Threshold period for not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents, after the closing date of the Offering					90 days		90 days
March 2024 Offering
SHAREHOLDERS' EQUITY
Proceeds from sale of equity securities, gross \| $							$ 6,500,000
Proceeds from sale of equity securities, net \| $							$ 5,500,000
Ordinary shares							811,250
March 2024 Offering \| March 2024 Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							3,251,250
Number of ordinary shares for each ADS							1
Exercise price of warrants \| $ / shares							$ 0.0035
March 2024 Offering \| Series D Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							4,062,500
Warrants, term							2 years
March 2024 Offering \| Series E Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							4,062,500
Warrants, term							5 years
March 2024 Offering \| American Depositary Shares and Accompanying December 2024 Warrants
SHAREHOLDERS' EQUITY
Price per share, shares issued \| $ / shares							$ 56
March 2024 Offering \| March 2024 Pre-Funded Warrants and Accompanying Series D Warrants and Series E Warrants
SHAREHOLDERS' EQUITY
Price per share, shares issued \| $ / shares							55.9965
Exercise price of warrants \| $ / shares							$ 56
March 2024 Offering \| Existing modified warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							18,252
Stock offering expense \| $							$ 209,000
Exercise price of warrants \| $ / shares							$ 56
December 2024 Offering
SHAREHOLDERS' EQUITY
Price per share, shares issued \| $ / shares					$ 15.75
Proceeds from sale of equity securities, gross \| $					$ 6,800,000
Proceeds from sale of equity securities, net \| $					$ 5,800,000
Ordinary shares					3,137,778
December 2024 Offering \| American Depositary Shares and Accompanying December 2024 Warrants \| Officers and Directors
SHAREHOLDERS' EQUITY
Proceeds from sale of equity securities, gross \| $					$ 600,000
Ordinary shares					38,095
Shares warrants may purchase					76,190
December 2024 Offering \| Existing modified warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase						200,071
Stock offering expense \| $						$ 1,500,000
Exercise price of warrants \| $ / shares						$ 15.75
December 2024 Offering \| December 2024 Prefunded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase					11,973,332
Number of warrants or rights exercised									342,095
Number of ordinary shares for each ADS					1
Exercise price of warrants \| $ / shares					$ 0.0035
December 2024 Offering \| December 2024 Prefunded Warrants and Accompanying December 2024 Warrants
SHAREHOLDERS' EQUITY
Combined public offering price \| $ / shares					15.7465
December 2024 Offering \| December 2024 Warrants
SHAREHOLDERS' EQUITY
Exercise price of warrants \| $ / shares					$ 15.75
December 2024 Offering \| Series F Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase					15,111,110
Number of ordinary shares for each ADS					1
Warrants, term					2 years
December 2024 Offering \| Series G Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase					15,111,110
Number of ordinary shares for each ADS					1
Warrants, term					5 years
October 2025 Private Placement
SHAREHOLDERS' EQUITY
Ordinary shares		530,320
Net proceeds \| $	$ 14,900,000
Percentage of gross proceeds of private placement	7.00%
Legal fees and out of pocket expenses \| $	$ 75,000
October 2025 Private Placement \| Directors
SHAREHOLDERS' EQUITY
Ordinary shares		530,320
October 2025 Private Placement \| October 2025 Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		69,787,865
October 2025 Private Placement \| October 2025 Ordinary Warrants \| Directors
SHAREHOLDERS' EQUITY
Ordinary warrants \| $		$ 128,641
October 2025 Private Placement \| Series H Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		70,318,185
October 2025 Private Placement \| Series H Warrants \| Warrants exercisable term from closing date
SHAREHOLDERS' EQUITY
Warrants, term		5 years
October 2025 Private Placement \| Series H Warrants \| Public announcement for baseline controlled pivotal studies
SHAREHOLDERS' EQUITY
Warrants, term		30 days
October 2025 Private Placement \| Series I Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		70,318,185
October 2025 Private Placement \| Series I, Tranche one warrants
SHAREHOLDERS' EQUITY
Warrants exercisable percentage		50.00%
October 2025 Private Placement \| Series I, Tranche one warrants \| Warrants exercisable term from closing date
SHAREHOLDERS' EQUITY
Warrants, term		5 years
October 2025 Private Placement \| Series I, Tranche one warrants \| Public announcement for monotherapy pivotal trial
SHAREHOLDERS' EQUITY
Warrants, term		30 days
October 2025 Private Placement \| Series I, Tranche two warrants
SHAREHOLDERS' EQUITY
Warrants exercisable percentage		50.00%
October 2025 Private Placement \| Series I, Tranche two warrants \| Warrants exercisable term from closing date
SHAREHOLDERS' EQUITY
Warrants, term		5 years
October 2025 Private Placement \| Series I, Tranche two warrants \| Public announcement for adjuvant pivotal trial
SHAREHOLDERS' EQUITY
Warrants, term		30 days
October 2025 Private Placement \| Series J Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		70,318,185
October 2025 Private Placement \| Series J Warrants \| Warrants exercisable term from closing date
SHAREHOLDERS' EQUITY
Warrants, term		5 years
October 2025 Private Placement \| Series J Warrants \| Public announcement for accelerated or traditional approval for treatment
SHAREHOLDERS' EQUITY
Warrants, term		30 days
October 2025 Private Placement \| Series K Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		70,318,185
October 2025 Private Placement \| Series K Warrants \| Warrants exercisable term from closing date
SHAREHOLDERS' EQUITY
Warrants, term		5 years
October 2025 Private Placement \| Series K Warrants \| Public announcement for sale of priority review voucher
SHAREHOLDERS' EQUITY
Warrants, term		30 days
Maximum \| October 2025 Private Placement \| Series H Warrants
SHAREHOLDERS' EQUITY
Warrants, term		5 years
ADS
SHAREHOLDERS' EQUITY
Stock split			0.028	1					0.028
Ordinary shares									15,152	227,455
Number of warrants or rights exercised									222,801
ADS \| March 2024 Offering
SHAREHOLDERS' EQUITY
Ordinary shares							23,178
ADS \| March 2024 Offering \| March 2024 Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							92,893
ADS \| March 2024 Offering \| Series D Warrants
SHAREHOLDERS' EQUITY
Number of ordinary shares for each ADS							1
ADS \| March 2024 Offering \| Series E Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase							116,071
Warrants granted (in shares)							116,071
Number of ordinary shares for each ADS							1
ADS \| December 2024 Offering
SHAREHOLDERS' EQUITY
Ordinary shares					89,651
ADS \| December 2024 Offering \| December 2024 Prefunded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase												342,095
ADS \| December 2024 Offering \| Series F Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase					431,746
ADS \| December 2024 Offering \| Series G Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase					431,746
ADS \| October 2025 Private Placement
SHAREHOLDERS' EQUITY
Ordinary shares		15,152
Percentage of ordinary Shares outstanding		4.99%
ADS \| October 2025 Private Placement \| Directors
SHAREHOLDERS' EQUITY
Ordinary shares		15,152
ADS \| October 2025 Private Placement \| October 2025 Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		1,993,939
Exercise price of warrants \| $ / shares		$ 0.0001
ADS \| October 2025 Private Placement \| October 2025 Ordinary Warrants \| Directors
SHAREHOLDERS' EQUITY
Combined public offering price \| $ / shares		$ 8.49
ADS \| October 2025 Private Placement \| Series H Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		2,009,091
Exercise price of warrants \| $ / shares		$ 9.075
ADS \| October 2025 Private Placement \| Series I Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		2,009,091
Exercise price of warrants \| $ / shares		$ 10.3125
ADS \| October 2025 Private Placement \| Series J Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		2,009,091
Exercise price of warrants \| $ / shares		$ 12.375
ADS \| October 2025 Private Placement \| Series K Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase		2,009,091
Exercise price of warrants \| $ / shares		$ 12.375
Alumni Purchase Agreement
SHAREHOLDERS' EQUITY
Stock offering expense \| $										$ 112,000	$ 34,000
Floor price \| $ / shares													$ 1
Minimum commitment amount \| $													$ 4,000,000
Maximum commitment securities value \| $													240,000
Commitment amount \| $													$ 8,000,000
Alumni Purchase Agreement \| ADS
SHAREHOLDERS' EQUITY
Purchase agreement period								180 days

IN-LICENSED TECHNOLOGY - Skinvisible (Details) - Skinvisible Licensing Agreement - USD ($) $ in Millions	1 Months Ended
	Oct. 31, 2019	Dec. 31, 2025	Dec. 31, 2024
IN-LICENSED TECHNOLOGY
License fee	$ 1
Percentage of revenues to be paid	25.00%
Amount of payment to be made	$ 5
Milestone or royalty obligations due		$ 0	$ 0

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 10 - INTANGIBLE ASSETS

Intangible assets are as follows:


		December 31,			December 31,
		2025			2024
Technology license – Skinvisible		$	1,000,000		$	1,000,000
Accumulated amortization			(616,666)			(516,666)
Net book value		$	383,334		$	483,334

The Company recorded amortization expense of approximately $100,000 and $100,000 in the years ended December 31, 2025 and 2024, respectively. The annual amortization expense expected to be recorded for existing intangible assets for the years 2026 through 2029, is approximately $100,000, $100,000, $100,000 and $83,000, respectively.

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Mar. 23, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Entity File Number	001-37846
Entity Registrant Name	Quoin Pharmaceuticals, Ltd.
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	92-2593104
Entity Address, Address Line One	42127 Pleasant Forest Court
Entity Address, City or Town	Ashburn
Entity Address State Or Province	VA
Entity Address, Postal Zip Code	20148
City Area Code	703
Local Phone Number	980-4182
Title of 12(b) Security	American Depositary Shares
Trading Symbol	QNRX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float				$ 5.4
Entity Central Index Key	0001671502
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	CBIZ CPAs P.C.	Marcum LLP
Auditor Location	Morristown, New Jersey	Morristown, New Jersey
Auditor Firm ID	199	688
Ordinary Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding			63,126,930
ADS
Document and Entity Information
Entity Common Stock, Shares Outstanding			1,803,626

STOCK BASED COMPENSATION - Stock based compensation expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Stock based compensation expense	$ 1,150,000	$ 1,260,000
Unrecognized stock compensation expense	$ 2,500,000
Unrecognized stock compensation expense expected to be recognized over the remaining weighted average service period	3 years 4 months 6 days
Research and development expense
STOCK BASED COMPENSATION
Stock based compensation expense	$ 400,000	293,000
General and administrative expenses
STOCK BASED COMPENSATION
Stock based compensation expense	$ 750,000	$ 967,000

SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 13 – SHAREHOLDERS’ EQUITY

As of December 31, 2025, the authorized share capital of the Company was 5,000,000,000 ordinary shares, no par value, with each ADS representing thirty-five ordinary shares.

Each holder of an ordinary share is entitled to one vote per share held on all matters submitted to a vote of shareholders at each shareholders meeting. The board of directors shall determine and provide a record date for each shareholders meeting and all shareholders on such record date may vote. Unless stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions shall be approved by a simple majority vote.

Under Israeli law, the Company may declare and pay dividends only if, upon the determination of its board of directors, there is no reasonable concern that the distribution will prevent the Company from being able to meet the terms of its existing and foreseeable obligations as they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings generated over the two most recent years legally available for distribution according to the Company’s then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months prior to the date of distribution. In the event that the Company does not have retained earnings or earnings generated over the two most recent years legally available for distribution, the Company may seek the approval of the court in order to distribute a dividend. The court may approve the Company’s request if it determines that there is no reasonable concern that the payment of a dividend will prevent the Company from satisfying existing and foreseeable obligations as they become due.

Alumni Equity Line and Purchase Agreement

On January 25, 2024, the Company entered into a purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”). Pursuant to the Alumni Purchase Agreement, the Company has the right to sell to Alumni up to $8,000,000 (the “Commitment Amount”) of newly issued ordinary shares that are represented by ADS, subject to certain conditions and limitations, from time to time during the term of the Alumni Purchase Agreement.

The Company does not have the right to commence any sales of ordinary shares represented by ADSs to Alumni under the Alumni Purchase Agreement until the date, which the Company refers to as the Commencement Date, that all of the conditions set forth in the Alumni Purchase Agreement have been satisfied, including that the registration statement the Company agreed to file with the SEC pursuant to the Alumni Purchase Agreement is declared effective by the SEC, and the Company’s shareholders have approved of the issuance of ADSs under the Alumni Purchase Agreement, which approval was obtained on April 5, 2024.

From and after the Commencement Date, the Company may, from time to time and at the Company’s sole discretion for a period of three months, which the Company at its sole discretion may increase by an additional three months (such period, including any extension, the “Commitment Period”), on any business day that the Company may select, direct Alumni to purchase ordinary shares represented by ADSs. The purchase price for the ordinary shares represented by ADSs the Company may sell to Alumni will be based upon formulas set forth in the Alumni Purchase Agreement based on the then current market price of the ADSs as computed under the Alumni Purchase Agreement and will depend on the type of purchase notice the Company submits to Alumni from time to time. There is no upper limit on the price per share that Alumni could be obligated to pay for the ADSs under the Alumni Purchase Agreement; provided, however at no time can the purchase price be below a floor price of $1.00 per share (subject to adjustment). The Company agreed to issue purchase notices for an aggregate of at least $4,000,000 of the Commitment Amount prior to the end of the Commitment Period.

As consideration for Alumni’s irrevocable commitment to purchase ADSs under the Alumni Purchase Agreement, the Company agreed to issue to Alumni, at the times set forth in the Alumni Purchase Agreement beginning with the trading day after the Commencement Date, a number of ADSs with a value at the time of issuance not to exceed $240,000 in the aggregate (the “Commitment Securities”). The Company may pay cash in lieu of issuing all or any portion of the Commitment Securities.

In connection with each of the March 2024 Offering and the December 2024 Offering, the Company agreed not to sell any ADSs to Alumni under the Alumni Purchase Agreement for a period of 180 days from the closing date of such Offering, see below. Per mutual agreement between the parties, the Company has not filed the required registration statement or sold any ADS to Alumni under the

Alumni Purchase Agreement. The Company is restricted from selling ADSs under the Alumni Purchase Agreement for 180 days from the closing of the December 2024 Offering (see below).

The Company expensed approximately $112,000 in deferred offering costs incurred during the year ended December 31, 2024 of which approximately $34,000 was recorded in year ended December 31, 2023.

2024 Public Offerings

On March 7, 2024, (the “March 2024 Closing Date”) the Company completed an offering (the “March 2024 Offering”) of the following securities (i) 811,250 ordinary shares represented by 23,178 ADSs, (ii) Series D warrants (the “Series D Warrants”) to purchase 4,062,500 ordinary shares represented by 116,071 ADSs, (iii) Series E warrants (the “Series E Warrants”) to purchase 4,062,500 ordinary shares represented by 116,071 ADSs, and (iv) Pre-funded warrants (the “March 2024 Pre-Funded Warrants”) to purchase 3,251,250 ordinary shares represented by 92,893 ADSs for aggregate gross proceeds of approximately $6.5 million, resulting in net proceeds of approximately $5.5 million, after deducting the placement agent’s fees and offering expenses paid by us. Each ADS (or March 2024 Pre-Funded Warrant to purchase one ADS in lieu thereof) was sold together with a Series D Warrant to purchase one ADS and a Series E Warrant to purchase one ADS. The ADSs and accompanying Series D Warrants and Series E Warrants were sold at a combined public offering price of $56 and the March 2024 Pre-Funded Warrants and accompanying Series D Warrants and Series E Warrants were sold at a combined public offering price of $55.9965, which is equal to the combined purchase price per ADS and accompanying Series D Warrants and Series E Warrants, minus the exercise price of each March 2024 Pre-Funded Warrant of $0.0035. The Series D Warrants and Series E Warrants have an exercise price of $56 per share, were exercisable immediately following the closing of the March 2024 Offering and expire in two years and five years, respectively, from the closing of the March 2024 Offering.

On March 7, 2024, the Company also entered into privately negotiated agreements with the holders of certain existing outstanding warrants to purchase up to 18,252 ADSs to, among other things, reduce the exercise price of such warrants to $56 and to extend the expiration date of such warrants until March 7, 2029. The incremental fair value of the modified warrants was approximately $209,000, which was accounted for as an offering expense in connection with the March 2024 Offering.

On December 23, 2024, the Company completed an offering (the “December 2024 Offering” and, together with the March 2024 Offering, the “2024 Offerings”) of the following securities (i) 3,137,778 ordinary shares represented by 89,651 ADSs, (ii) Series F warrants (the “Series F Warrants”) to purchase 15,111,110 ordinary shares represented by 431,746 ADSs, (iii) Series G warrants (the “Series G Warrants” and together with the Series F Warrants, the “December 2024 Warrants”) to purchase 15,111,110 ordinary shares represented by 431,746 ADSs, and (iv) Pre-funded warrants (the “December 2024 Pre-Funded Warrants”) to purchase 11,973,332 ordinary shares represented by 342,095 ADSs for aggregate gross proceeds of approximately $6.8 million, resulting in net proceeds of approximately $5.8 million, after deducting the placement agent’s fees and offering expenses paid by the Company. Each ADS (or December 2024 Pre-Funded Warrant to purchase one ADS in lieu thereof) was sold together with a Series F Warrant to purchase one ADS and a Series G Warrant to purchase one ADS. The ADSs and accompanying December 2024 Warrants were sold at a combined public offering price of $15.75 and the December 2024 Pre-Funded Warrants and accompanying December 2024 Warrants were sold at a combined public offering price of $15.7465, which is equal to the combined purchase price per ADS and accompanying December 2024 Warrants, minus the exercise price of each December 2024 Pre-Funded Warrant of $0.0035. As of December 31, 2025, 342,095 December 2024 Pre-Funded Warrants, have been exercised and are included in issued and outstanding ADSs. The December 2024 Pre-Funded Warrants were immediately exercisable upon issuance and may be exercised at any time until exercised in full. The Series F Warrants and the Series G Warrants have an exercise price of $15.75 per share, were exercisable immediately upon issuance and expire in two years and five years, respectively, from the closing of the December 2024 Offering.

In connection with the 2024 Offerings, the Company entered into Securities Purchase Agreements (the “2024 Purchase Agreements”) dated March 7, 2024 and December 23, 2024, respectively, with certain institutional investors signatory thereto, pursuant to which the Company agreed to issue and sell to such investors, certain of the ADSs, pre-funded warrants and ordinary warrants sold in the 2024 Offerings. Pursuant to the terms of each of the 2024 Purchase Agreements, the Company agreed, subject to certain exceptions, (i) to not enter into variable rate financings for a period of 180 days following the closing of such 2024 Offering, and (ii) to not enter into any equity financings for 90 days from closing of such 2024 Offering.

Certain of the Company’s officers and directors purchased an aggregate of 38,095 ADSs and accompanying December 2024 Warrants to purchase 76,190 ADSs, for a total purchase price of approximately $600,000, at the public offering price and on the same terms as the other purchasers in the December 2024 Offering.

On December 20, 2024, the Company also entered into privately negotiated agreements with the holders of certain existing outstanding warrants to purchase up to 200,071 ADSs to, among other things, reduce the exercise price of such warrants to $15.75 and to extend the expiration date of such warrants until December 23, 2029. The incremental fair value of the modified warrants was approximately $1.5 million, which was accounted for as an offering expense in connection with the December 2024 Offering.

October 2025 Private Placement

On October 10, 2025, the Company entered into the a securities purchase agreement (the “October 2025 Purchase Agreement”) with several institutional and accredited investors (the “October Purchasers”) relating to the issuance and sale in a private placement transaction (the “October 2025 Private Placement”) of (i) 530,320 ordinary shares represented by 15,152 ADSs and (ii) pre-funded warrants to purchase 69,787,865 ordinary shares represented by 1,993,939 ADSs (the “October 2025 Pre-Funded Warrants”), together with (A) Series H Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series H Warrants”), (B) Series I Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series I Warrants”), (C) Series J Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series J Warrants”), and (D) Series K Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series K Warrants” and, together with the Series H Warrants, Series I Warrants, and Series J Warrants, the “October 2025 Ordinary Warrants”). The October 2025 Private Placement closed on October 14, 2025 (the “October 2025 Closing Date”).

Beneficial ownership limitation. A holder of the October 2025 Pre-Funded Warrants or October 2025 Ordinary Warrants may not exercise any portion of such October 2025 Pre-Funded Warrants or October 2025 Ordinary Warrants for ADSs to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% of the number of ordinary shares outstanding immediately after giving effect to the issuance of the ordinary shares represented by the ADSs issuable upon exercise of the applicable warrant.

October 2025 Pre-Funded Warrants. The October 2025 Pre-Funded Warrants have an exercise price of $0.0001 per ADS. The October 2025 Pre-Funded Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above) and will not expire until exercised in full. In addition, the October 2025 Pre-Funded Warrants may be exercised, in whole or in part, any time after issuance by means of a cashless exercise.

October 2025 Ordinary Warrants. The October 2025 Ordinary Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above). The Series H Warrants have an exercise price of $9.075 per ADS and, pursuant to the terms of the Series H Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement that we have received Type C meeting minutes from the FDA indicating openness to baseline-controlled pivotal studies for QRX003 for the treatment of Netherton Syndrome. Upon receipt of Type C meeting minutes from the FDA, the Company, in March 2026, determined that the Series H Warrants will remain exercisable until five (5) years from the October 2025 Closing Date.The Series I Warrants have an exercise price of $10.3125 per ADS and, pursuant to the terms of the Series I Warrants, may be exercised as follows: (i) 50% of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the October 2025 Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the monotherapy pivotal trial of QRX003 for the treatment of Netherton Syndrome, and (ii) 50% of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the October 2025 Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the adjuvant pivotal trial of QRX003 for the treatment of Netherton Syndrome. The Series J Warrants have an exercise price of $12.375 per ADS and, pursuant to the terms of the Series J Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement of the receipt of either accelerated or traditional approval by the FDA of QRX003 for the treatment of Netherton Syndrome. The Series K Warrants have an exercise price of $12.375 per ADS and, pursuant to the terms of the Series K Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement of the sale of a Priority Review Voucher (PRV).

Dennis Langer, one of the Company’s directors, participated in the October 2025 Private Placement. Mr. Langer purchased 530,320 ordinary shares represented by 15,152 ADSs and accompanying October 2025 Ordinary Warrants for a total purchase price of approximately $128,641, at a combined purchase price of $8.49 per ADS and accompanying October 2025 Ordinary Warrants.

The Company received upfront net proceeds of approximately $14.9 million from the October 2025 Private Placement, after deducting estimated offering expenses payable by us, including placement agent fees and expenses.

Maxim Group LLC served as the exclusive placement agent in connection with the October 2025 Private Placement and was paid (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the October 2025 Private Placement (excluding the securities purchased by Mr. Langer, for which no cash fee was received), and (ii) up to $75,000 for legal fees and other out-of-pocket expenses.

During 2025, the Company also received approximately $3.5 million from the exercise of warrants.

Warrants

The following table summarizes warrant activities during the year ended December 31, 2024 and the year ended December 31, 2025:


			Weighted
	ADSs Underlying		Average Exercise
	Warrants		Price Per ADS
Outstanding and exercisable at December 31, 2023	24,688		$	564.52	*
Granted Warrants	1,095,635			17.39	*
Granted Pre-Funded Warrants	434,988			—
Exercised Pre-Funded Warrants	(114,626)			—
Terminated	(21)		$	57,750.00
Outstanding and exercisable at December 31, 2024	1,440,664		$	16.80
Granted Warrants	8,036,364			11.03
Granted Pre-Funded Warrants	1,993,939			—
Exercised Warrants	(222,801)			15.75
Exercised Pre-Funded Warrants	(1,004,711)			—
Terminated	(2,215)		$	433.54
Outstanding and exercisable at December 31, 2025	10,241,240		$	10.59

As of December 31, 2025, outstanding ordinary warrants expire in 2026, 2027, 2028 and 2029 and have an intrinsic value of approximately $27.3 million, and outstanding pre-funded warrants have an intrinsic value of approximately $18.9 million.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Topic 505
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-Section 50
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-Subparagraph (a)
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+ Details

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
ACCRUED EXPENSES
Research contract expenses	$ 934,524	$ 183,094
Payroll	1,023,295	940,539
Payroll taxes	54,936	77,726
Accrued severance	391,926
Professional fees	96,848	323,497
Other expenses	36,928	4,121
Total	$ 2,538,457	$ 1,528,977

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (15,804,655)	$ (8,962,472)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Segment (Details)	12 Months Ended
	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable segments \| segment	1
Number of operating segments \| segment	1
Total research and development expenses	$ 9,802,807	$ 3,602,632
Single reportable segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
External clinical development expenses	7,396,788	2,083,119
Personnel related and stock-based compensation	1,532,280	1,073,564
Other research and development expenses	873,739	445,949
Total research and development expenses	$ 9,802,807	$ 3,602,632

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value on a recurring basis (Details) - Recurring - USD ($)	Dec. 31, 2025	Dec. 31, 2024
FAIR VALUE OF FINANCIAL INSTRUMENTS
US Treasury Bills and Notes	$ 14,927,165	$ 10,433,535
Mutual Funds	224,093
Total Assets	15,151,258	10,433,535
Level 1
FAIR VALUE OF FINANCIAL INSTRUMENTS
US Treasury Bills and Notes	14,927,165	10,433,535
Mutual Funds	224,093
Total Assets	$ 15,151,258	$ 10,433,535

- Definition

Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.

+ References + Details

INCOME TAXES

12 Months Ended

Dec. 31, 2025

INCOME TAXES

INCOME TAXES

NOTE 14 – INCOME TAXES

The Company’s U.S. and foreign loss before income taxes are set forth below:


	2025		2024
United States	$	(15,722,913)	$	(8,962,472)
Foreign		(81,742)		—
Income before income taxes	$	(15,804,655)	$	(8,962,472)

Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income (loss) before income taxes, as presented in conformity with ASU 2023-09 as follows:


		Year Ended December 31, 2025
Book earnings (loss) before taxes		$	(15,804,655)
U.S. Federal Statutory Tax Rate			(3,318,978)	21.0	%
State & Local Income Taxes, Net of Federal Income Tax Effect			489,322	(3.1)	%
Foreign Tax Effects			—	0.0	%
Change in Foreign Valuation Allowance			10,218	(0.1)	%
Foreign Rate Differential			6,948	0.0	%
Effect of Cross-Border Tax Laws			—	0.0	%
Tax Credits			—	0.0	%
Research and development tax credits			(80,482)	0.5	%
Changes in Valuation Allowances			2,567,925	(16.3)	%
Nontaxable or Nondeductible Items			—	0.0	%
IRC 162(m)			323,581	(2.0)	%
Other			1,466	0.0	%
Changes in Unrecognized Tax Benefits			—	0.0	%
Other Adjustments			—	0.0	%
Effective Tax Rate		$	—	0.0	%

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2025 and December 31, 2024 are as follows:


	2025		2024
Intangible Assets	$	67,540	$	60,277
Accrued Expenses		119,524		230,426
Stock Based Compensation		540,155		474,039
Research & Development		2,264,454		1,667,722
Unrealized Exchange Gain/Loss		3,482		—
Net Operating Loss		8,575,552		5,683,264
Foreign Operating Loss		10,218		—
R&D Credits		433,736		353,255
Total gross deferred tax assets/(liabilities)	$	12,014,660	$	8,468,983
Less valuation allowance		(12,014,660)		(8,468,983)
Net deferred tax assets/(liabilities)	$	—	$	—

The income tax benefit for the years ended December 31, 2024 as presented in conformity with ASU 2023-09 as follows, differed from the amounts computed by applying the U.S. federal income tax rate of 21% to loss before tax benefit as a result of nondeductible expenses, tax credits generated, utilization of net operating loss carryforwards, and increases in the Company’s valuation allowance.


	2024
Federal Statutory Rate	$	(1,893,000)
Permanent Differences		208,000
Research and Development		(180,000)
State Income Tax		(139,000)
State rate change		(397,000)
Change in Valuation Allowance		2,253,000
Deferred True Up		148,000
Effective Tax		—

In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to expiration of the net operation loss carryforwards. At December 31, 2025 and 2024 the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $12,014,660 and $8,468,983 respectively. The change in the valuation allowance during the year ended 2025 was approximately $3,546,000.

At December 31, 2025, the Company had federal net operation loss (NOL) carryforwards of approximately $34,811,000. At December 31, 2025, the Company had federal research and development credit carryforwards of approximately $434,000. The federal net operating loss carryforwards begin to expire in 2028, losses generated in 2018 or later of $34,811,000 will carry forward indefinitely. The federal credit carryforwards begin to expire in 2045. Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined. The Company may be subject to the net operating loss utilization provision of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation of the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited.

The Internal Revenue Code (the “IRC”) contains limitations on the use of net operating loss carryforwards after the occurrence of a substantial ownership change as defined by IRC Section 382. The Company has not performed a detailed analysis, however utilization of such net operating loss carryforwards will likely be significantly limited due to the shares issued in the Primary Financing and the Merger.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2025 there were no uncertain positions. The Company’s U.S. federal and state net operating losses have occurred since its inception in 2009 and as such, tax years subject to potential tax examination could apply from that date. This is because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for the 12 months ended December 31, 2025 and 2024.

The Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021. Under the TCJA, the Company had to capitalize the expenditures related to research and development activities and amortize over five years for U.S. activities and 15 years for non-U.S. activities using a mid-year convention. Therefore, the capitalization of research and development costs in accordance with IRC 174 resulted in a gross deferred tax asset of $6,717,000 as at December 31, 2024. The One Big Beautiful Bill Act of 2025 (OBBBA) further amended IRC 174 by introduction IRC 174A allowing immediate deduction of R&D expenses for U.S. activities from 2025 onwards, reversing the five-year amortization under the TCJA. The OBBBA further provided the option of amending prior years’ returns (2022-2024) to deduct previously capitalized R&D expenses. As of December 31, 2025, the Company does not intend to amend its prior year returns.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

STOCK BASED COMPENSATION

Summary of stock-based activities under the Amended & 2025 Plans


				Weighted			Weighted
				Average			Average
		ADS Underlying		Exercise			Contractual
		Options		Price			Terms
Outstanding at December 31, 2023		7,946		$	886.90		9.68
Granted		47,595			27.30
Outstanding at December 31, 2024		55,541		$	150.27		9.76
Granted		171,313			9.99
Canceled		(10,897)			74.19
Outstanding at December 31, 2025		215,957		$	42.83		9.30

Exercisable options at December 31, 2025		10,774		$	485.14		8.29

Summary of weighted average assumptions of stock options granted valued using the Black-Scholes option-pricing model


		December 31,			December 31,
		2025			2024
Expected volatility			108.8	%		106.6	%
Risk-free interest rate			4.4	%		3.9	%
Expected dividend yield			0.0	%		0.0	%
Expected life of options in years			6.4			6.4
Exercise Price		$	9.99		$	27.30
Fair value of stock		$	9.66		$	27.30
Estimate fair value of option		$	8.22		$	23.10

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 6 – STOCK BASED COMPENSATION

In March 2022, the Board of Directors of the Company approved the Amended and Restated Equity Incentive Plan which was approved by the shareholders at the Company’s Annual General Meeting of Shareholders held on April 12, 2022 (the “Amended Plan”). The Amended Plan increased the number of ordinary shares reserved for issuance under such equity incentive plan to 15% of the Company’s outstanding ordinary shares on a fully-diluted basis, or 9,197,277 ordinary shares represented by 262,779 ADSs as of December 31, 2024. Under the Amended Plan, the Company could grant options to its directors, officers, employees, consultants, advisers and service providers. As of the year ended December 31, 2025 200,627 options are outstanding under the Amended Plan and following approval of the 2025 Equity Incentive Plan, no shares are available for issuance under the Amended Plan.

On August 21, 2025, at our 2025 Annual General Meeting of Shareholders, our shareholders approved the Quoin Pharmaceuticals Ltd. 2025 Equity Incentive Plan (the “2025 Plan”) and authorized the issuance pursuant to the 2025 Plan of up to 3,000,000 Ordinary Shares represented by 85,714 ADSs, subject to an automatic annual increase equal to the smaller of (a) fifteen percent (15%) of the number of Ordinary Shares issued and outstanding on a fully diluted basis on the immediately preceding December 31, or (b) an amount determined by our Board of Directors. The 2025 Plan supersedes the Amended Plan. As of the year ended December 31, 2025, 2,463,450 shares represented by 70,384 ADSs are available for issuance under the 2025 Plan.

The following table summarizes stock-based activities under the Amended & 2025 Plans:


				Weighted			Weighted
				Average			Average
		ADS Underlying		Exercise			Contractual
		Options		Price			Terms
Outstanding at December 31, 2023		7,946		$	886.90		9.68
Granted		47,595			27.30
Outstanding at December 31, 2024		55,541		$	150.27		9.76
Granted		171,313			9.99
Canceled		(10,897)			74.19
Outstanding at December 31, 2025		215,957		$	42.83		9.30

Exercisable options at December 31, 2025		10,774		$	485.14		8.29

The intrinsic value of outstanding options at December 31, 2025 was $0.8 million.

Stock options granted during the years ended December 31, 2025 and 2024 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions:


		December 31,			December 31,
		2025			2024
Expected volatility			108.8	%		106.6	%
Risk-free interest rate			4.4	%		3.9	%
Expected dividend yield			0.0	%		0.0	%
Expected life of options in years			6.4			6.4
Exercise Price		$	9.99		$	27.30
Fair value of stock		$	9.66		$	27.30
Estimate fair value of option		$	8.22		$	23.10

Stock based compensation expense was approximately $1.15 million ($400,000 included in research and development expense and $750,000 included in general and administrative expenses) in the year ended December 31, 2025. Stock based compensation expense was approximately $1.26 million ($293,000 included in research and development expense and $967,000 included in general and administrative expenses) in the year ended December 31, 2024. At December 31, 2025, the total unrecognized compensation expense related to non-vested options was approximately $2.5 million and is expected to be recognized over the remaining weighted average service period of approximately 3.35 years.

INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
INTANGIBLE ASSETS
Accumulated amortization	$ (616,666)	$ (516,666)
Net book value	383,334	483,334
Technology license - Skinvisible
INTANGIBLE ASSETS
Total cost	$ 1,000,000	$ 1,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 600,000	$ 600,000
Outstanding indebtedness	$ 2,323,733	$ 2,923,733
Other Liability, Related Party [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Dr. Myers
RELATED PARTY TRANSACTIONS
Monthly payment amount	$ 25,000
Non-bearing interest indebtedness	300,000	$ 300,000
Outstanding indebtedness	$ 1,359,000
Other Liability, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember
Ms. Carter
RELATED PARTY TRANSACTIONS
Monthly payment amount	$ 25,000
Non-bearing interest indebtedness	300,000	$ 300,000
Outstanding indebtedness	$ 965,000
Other Liability, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember

- Definition

Amount of liabilities classified as other.

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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

+ Details

RELATED PARTY TRANSACTIONS - Amounts due to officers (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Salaries and other compensation	$ 2,323,733	$ 2,923,733
Other Liability, Related Party [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Less: Short-term portion	$ (600,000)	$ (600,000)
Other Liability, Current, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Long-term portion	$ 1,723,733	$ 2,323,733
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember

- Definition

Amount of liabilities classified as other.

+ References

+ Details

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 3,818,096	$ 3,623,343
Investments	14,927,165	10,433,535
Prepaid expenses and other current assets	1,261,974	869,126
Total current assets	20,007,235	14,926,004
Prepaid expenses - long term		300,000
Intangible assets, net	383,334	483,334
Total assets	20,390,569	15,709,338
Current liabilities:
Accounts payable	1,262,222	905,704
Accrued expenses	2,538,457	1,528,977
Accrued interest and financing expense	1,146,251	1,146,251
Due to officers - short term	$ 600,000	$ 600,000
Other liability, current, related party, type extensible enumeration	srt:OfficerMember	srt:OfficerMember
Total current liabilities	$ 5,546,930	$ 4,180,932
Due to officers - long term	$ 1,723,733	$ 2,323,733
Other liability, noncurrent, related party, type extensible enumeration	srt:OfficerMember	srt:OfficerMember
Total liabilities	$ 7,270,663	$ 6,504,665
Commitments and contingencies
Shareholders' equity:
Ordinary shares, no par value per share, 5,000,000,000 and 100,000,000 ordinary shares authorized at December 31, 2025 and December 31, 2024, respectively - 52,441,360 (1,498,325 ADS's) ordinary shares issued and outstanding at December 31, 2025 and 8,948,164 (255,661 ADS's) ordinary shares issued and outstanding at December 31, 2024	0	0
Accumulated other comprehensive loss	(613)
Additional paid in capital	84,090,966	64,370,465
Accumulated deficit	(70,970,447)	(55,165,792)
Total shareholders' equity	13,119,906	9,204,673
Total liabilities and shareholders' equity	$ 20,390,569	$ 15,709,338

SHAREHOLDERS' EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Mar. 31, 2024
SHAREHOLDERS' EQUITY
Intrinsic value of outstanding options	$ 0.8
Warrants
SHAREHOLDERS' EQUITY
Intrinsic value of outstanding options	27.3
Pre-funded warrants
SHAREHOLDERS' EQUITY
Intrinsic value of outstanding options	$ 18.9
Prior warrants \| Minimum
SHAREHOLDERS' EQUITY
Exercise price of warrants		$ 56	$ 462
Prior warrants \| Maximum
SHAREHOLDERS' EQUITY
Exercise price of warrants		$ 15.75	$ 56
ADS
SHAREHOLDERS' EQUITY
Warrants outstanding and exercisable, beginning (in shares)	1,440,664	24,688
Warrants exercised (in shares)	(222,801)
Warrants terminated (in shares)	(2,215)	(21)
Warrants outstanding and exercisable, end (in shares)	10,241,240	1,440,664
Warrants weighted average exercise price outstanding and exercisable, beginning (in dollars per share)	$ 16.8	$ 564.52
Warrants weighted average exercise price exercised (in dollars per share)	15.75
Warrants weighted average exercise price terminated (in dollars per share)	433.54	57,750
Warrants weighted average exercise price outstanding and exercisable, end (in dollars per share)	$ 10.59	$ 16.8
ADS \| Warrants
SHAREHOLDERS' EQUITY
Warrants granted (in shares)	8,036,364	1,095,635
Warrants weighted average exercise price granted (in dollars per share)	$ 11.03	$ 17.39
ADS \| Pre-funded warrants
SHAREHOLDERS' EQUITY
Warrants granted (in shares)	1,993,939	434,988
Warrants exercised (in shares)	(1,004,711)	(114,626)

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating expenses
General and administrative	$ 6,487,909	$ 5,925,833
Research and development	9,802,807	3,602,632
Total operating expenses	16,290,716	9,528,465
Other (income) and expenses
Unrealized gain	(3,980)	(7,502)
Realized and accrued interest income	(482,081)	(558,491)
Total other income	(486,061)	(565,993)
Net loss	(15,804,655)	(8,962,472)
Other comprehensive loss
Foreign currency translation	(613)
Total other comprehensive loss	(613)
Comprehensive loss	$ (15,805,268)	$ (8,962,472)
ADS
Loss per ADS
Basic	$ (14.8)	$ (68.02)
Fully-diluted	$ (14.8)	$ (68.02)
Weighted average number of ADS's outstanding
Basic	1,068,152	131,759
Fully-diluted	1,068,152	131,759

IN-LICENSED TECHNOLOGY

12 Months Ended

Dec. 31, 2025

IN-LICENSED TECHNOLOGY

IN-LICENSED TECHNOLOGY

NOTE 9 –IN-LICENSED TECHNOLOGY

Skinvisible:

In October 2019, Quoin Inc. entered into the Exclusive Licensing Agreement (as amended from time to time, the “License Agreement”) with Skinvisible Pharmaceuticals, Inc. (“Skinvisible”), under which Skinvisible granted the Company an exclusive royalty-bearing license relating to the production and manufacture of prescription drug products related to certain patents held by Skinvisible, including those related to QRX003 and QRX004. The Company made Skinvisible a one-time non-refundable, non-creditable license fee of $1 million (the “License Fee”). In addition, the Company agreed to pay Skinvisible a single digit royalty percentage of the Company’s net sales revenues for any licensed product covered by the patent rights licensed under the License Agreement. The Company also agreed to pay Skinvisible 25% of any revenues the Company receives as royalties in the event that the Company sublicense any licensed products to a third party. The License Agreement also requires that the Company make a $5 million payment to Skinvisible upon receiving approval in the U.S. or European Union, whichever occurs first, for the first drug product developed using intellectual property licensed thereunder. There were no milestone or royalty obligations due at December 31, 2025 and December 31, 2024.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2025

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are as follows:


		December 31,		December 31,
		2025		2024
Prepaid R&D costs		$	920,947	$	772,083
Prepaid insurance			277,808		309,889
Prepaid expense			63,219		87,154
Total		$	1,261,974	$	1,169,126
Less: Short-term portion			(1,261,974)		(869,126)
Long-term portion		$	—	$	300,000

LICENSE AGREEMENTS

12 Months Ended

Dec. 31, 2025

LICENSE AGREEMENTS

LICENSE AGREEMENTS

NOTE 16 – LICENSE AGREEMENTS

As of both December 31, 2025 and December 31, 2024, the Company had nine commercial license and supply agreements outstanding, whereby the Company will receive a royalty or other proceeds from the specified product revenues from the licensor, if and when the underlying products are approved and commercialized or sold via compassionate use or early access programs. No revenues have been received through December 31, 2025 from any of these agreements.

INCOME TAXES - Deferred (Details) - USD ($)	12 Months Ended
INCOME TAXES - Deferred (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Intangible Assets	$ 67,540	$ 60,277
Accrued Expenses	119,524	230,426
Stock Based Compensation	540,155	474,039
Research & Development	2,264,454	1,667,722
Unrealized Exchange Gain/Loss	3,482
Net operating losses	8,575,552	5,683,264
Foreign Operating Loss	10,218
R&D Credits	433,736	353,255
Total gross deferred tax assets/(liabilities)	12,014,660	8,468,983
Less valuation allowance	(12,014,660)	(8,468,983)
Increase in valuation allowance	3,546,000
Federal net operating loss carryforwards	34,811,000
Deferred tax asset related to TCJA		6,717,000
U.S
Deferred tax assets:
Net operating loss carryforward	$ 34,811,000	$ 434,000

ORGANIZATION AND BUSINESS (Details)			12 Months Ended
ORGANIZATION AND BUSINESS (Details)	Apr. 09, 2025	Apr. 08, 2025	Dec. 31, 2025 clinic
ORGANIZATION AND BUSINESS
Number of clinical sites			6
ADS
ORGANIZATION AND BUSINESS
Reverse stock split	0.028	1	0.028

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS

Schedule of intangible assets


		December 31,			December 31,
		2025			2024
Technology license – Skinvisible		$	1,000,000		$	1,000,000
Accumulated amortization			(616,666)			(516,666)
Net book value		$	383,334		$	483,334

INCOME TAXES - Income tax reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Book earnings (loss) before taxes	$ (15,804,655)	$ (8,962,472)
Amount
U.S. Federal Statutory Tax Rate	(3,318,978)	(1,893,000)
State & Local Income Taxes, Net of Federal Income Tax Effect	489,322	(139,000)
Change in Valuation Allowance		$ 2,253,000
Tax Credits
Research and development tax credits	(80,482)
Nontaxable or Nondeductible Items
IRC 162(m)	323,581
Other	$ 1,466
Percentage
U.S. Federal Statutory Tax Rate	21.00%	21.00%
State & Local Income Taxes, Net of Federal Income Tax Effect	(3.10%)
Tax Credits
Research and development tax credits	0.50%
Nontaxable or Nondeductible Items
IRC 162(m)	(2.00%)
Other	0.00%
Changes in Unrecognized Tax Benefits	0.00%
Effective tax rate (as a percent)	0.00%
U.S
Amount
Change in Valuation Allowance	$ 2,567,925
Percentage
Change in Valuation Allowance	(16.30%)
Other Differential	0.00%
Foreign Tax Jurisdiction
Amount
Change in Valuation Allowance	$ 10,218
Other Differential	$ 6,948
Percentage
Change in Valuation Allowance	(0.10%)
Other Differential	0.00%
Effect of Cross-Border Tax Laws	0.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2025

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. For certain instruments, including cash and cash equivalents, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments.

Fair value is estimated using various valuation models, which utilize certain inputs and assumptions that market participants would use in pricing the asset or liability. The inputs and assumptions used in valuation models are classified in the fair value hierarchy as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Quoted market prices for similar instruments in an active market; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations inputs of which are observable and can be corroborated by market data.

Level 3: Unobservable inputs and assumptions that are supported by little or no market activity and that are significant to the fair value of the asset and liability. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining the appropriate hierarchy levels, the Company analyzes the assets and liabilities that are subject to fair value disclosure. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy at December 31, 2025 and 2024:


December 31, 2025	Level 1		Level 2		Level 3		Total
US Treasury Bills and Notes	$	14,927,165	$	—	$	—	$	14,927,165
Mutual Funds		224,093						224,093
Total Assets	$	15,151,258	$	—	$	—	$	15,151,258


December 31, 2024		Level 1			Level 2			Level 3			Total
US Treasury Bills and Notes		$	10,433,535		$	—		$	—		$	10,433,535
Total US Treasury Bills and Notes Asset		$	10,433,535		$	—		$	—		$	10,433,535

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
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-Paragraph 6A
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2025

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS

NOTE 1 – ORGANIZATION AND BUSINESS

Quoin Pharmaceuticals Ltd. (“Quoin Ltd.,” or the “Company”), formerly known as Cellect Biotechnology Ltd. (“Cellect”), is the holding company for Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin Inc.”). Quoin Inc. was incorporated in Delaware on March 5, 2018. Quoin Inc. is the holding company for Quoin Therapeutics Ireland Limited (“Quoin Ireland”), an Irish private company limited by shares. Quoin Ireland was incorporated in Ireland on November 26, 2024. On October 28, 2021, Cellect completed the business combination with Quoin Inc., with Quoin Inc. surviving as a wholly-owned subsidiary of Cellect (the “Merger”). Immediately after completion of the Merger, Cellect changed its name to “Quoin Pharmaceuticals Ltd.”

Effective April 9, 2025, the ratio of American Depositary Shares (“ADSs”) evidencing ordinary shares changed from 1 ADS representing one (1) ordinary share to 1 ADS representing thirty-five (35) ordinary shares (the “Ratio Change”), which resulted in a 1 for 35 reverse split of the issued and outstanding ADSs (the “Reverse Split”). Our Ordinary Shares were not affected by this adjustment. Except as specifically provided, ADSs and related option, warrant, purchase price and exercise price information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the Ratio Change and the Reverse Split.

The Company is a late-stage clinical specialty pharmaceutical company focused on the development and commercialization of therapeutic products that treat rare and orphan diseases for which there are currently either no approved or very limited treatments or cures. The Company’s lead product, QRX003, is under clinical development as a potential treatment for Netherton Syndrome (“NS”), a rare hereditary genetic disease. QRX003 is entering pivotal registrational clinical testing under an open Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”). The Company has opened six clinical sites in the United States (“US”) along with international sites that are being opened in the UK, Spain, France and the Netherlands. QRX003 is currently being tested in seven pediatric NS patients in investigator-initiated studies in Ireland, Austria, the Netherlands and New Zealand. QRX003 is also being developed as a potential treatment for Peeling Skin Syndrome with the first subject being treated in New Zealand. The company is in the process of expanding this study to include up to an additional five pediatric subjects. The Company has entered into a Research Agreement with the Queensland University of Technology (“QUT”) in Australia, under which the Company has obtained an option for a global license to QRX008 for the potential treatment of scleroderma, as well as a Research Agreement with The School of Pharmacy at University College Cork (“UCC”) for the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are either limited or no approved therapies or cures, including microcystic lymphatic malformations, venous malformations and angiofibromas among others. Quoin has also entered into 9 commercial partnerships for QRX003 spanning 61 countries outside of its core commercial territories of the US, Western Europe and Japan. These partnership countries include Canada, Australia/New Zealand, the Middle East, China, Taiwan, Hong Kong, Singapore, Israel, Central and Eastern Europe, Turkey as well as several countries in Latin America. To date, no products have been commercialized and no revenue has been generated by the Company.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash flows used in operating activities:
Net loss	$ (15,804,655)	$ (8,962,472)
Stock based compensation	1,147,236	1,258,890
Amortization of intangibles	100,000	100,000
Realized and unrealized gain and accrued interest on investments	(215,855)	(251,590)
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	1,325,128	275,955
Decrease in prepaid expenses and other assets	(92,848)	(278,092)
Net cash used in operating activities	(13,540,994)	(7,857,309)
Cash flows provided by investing activities:
Purchase of investments	(12,264,069)	(17,254,282)
Proceeds from redemption of investments	7,986,294	15,366,000
Net cash used by investing activities	(4,277,775)	(1,888,282)
Cash flows (used in) provided by financing activities:
Payment of amounts due to officers	(600,000)	(600,000)
Proceeds from sale of equity securities, net	18,614,135	11,567,736
Net cash provided by financing activities	18,014,135	10,967,736
Effect of foreign exchange rate on changes on cash	(613)
Net change in cash and cash equivalents:	194,753	1,222,145
Cash and cash equivalents - beginning of year	3,623,343	2,401,198
Cash and cash equivalents - end of year	3,818,096	3,623,343
Supplemental information - Non cash items:
Offering expenses associated with warrant modification		1,725,148
Accrued offering expenses included in additional paid in capital	$ 40,870	$ 323,497

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Ordinary shares, par value	$ 0	$ 0
Ordinary shares, shares authorized	5,000,000,000	100,000,000
Ordinary shares, shares issued	52,441,360	8,948,164
Ordinary shares, shares outstanding	52,441,360	8,948,164
ADS
Ordinary shares, shares issued	1,498,325	255,661
Ordinary shares, shares outstanding	1,498,325	255,661

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

Principles of Consolidation:

Principles of Consolidation:

Use of estimates:

Use of Estimates:

Cash and cash equivalents:

Cash and cash equivalents:

Warrants:

Investments:

Long-lived assets:

●

Significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business,

●

Significant underperformance relative to expected historical or projected development milestones,

●

Significant negative regulatory or economic trends, and

●

Significant technological changes which could render the platform technology obsolete.

Operating Segment:

Operating Segment:


	Year ended December 31,
	2025		2024
External clinical development expenses	$	7,396,788	$	2,083,119
Personnel related and stock-based compensation		1,532,280		1,073,564
Other research and development expenses		873,739		445,949
Total research and development expenses	$	9,802,807	$	3,602,632

Research and development:

Income taxes:

Stock based compensation:

Stock based compensation:

Fair value of financial instruments:

Earnings (loss) per share:

Recent Accounting Pronouncements:

Recent Accounting Pronouncements:

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

12 Months Ended

Dec. 31, 2025

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

NOTE 12 – RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

Research and consulting agreement

In November 2020, Quoin Inc. entered into a Master Service Agreement with Therapeutics Inc. for the management of the pre - clinical and clinical development of QRX003 for Netherton Syndrome. The initial term of the agreement was three years with automatic one year extensions, and the agreement required the execution of individual work orders. Quoin Inc. may terminate any work order for any reason with 90 days written notice subject to costs incurred through termination and a defined termination fee, unless there is a material breach by Therapeutics Inc. A work order was entered into in June 2022 for the first QRX003 clinical study at an expected estimated cost of approximately $4.4 million. An additional change order was entered into in December 2022 for a second QRX003 clinical study at an expected estimated cost of approximately $830,000. An amended and restated change order for the two studies was entered into in December 2024 at an estimated total remaining cost from August 2024 of approximately $3.6 million for the two studies combined. In the years ended December 31, 2025 and 2024, the Company incurred a research and development expense under these agreements of approximately $2.1 million and $1.1 million respectively. During the year ended December 31, 2024, the Company received a credit of approximately $83,000 applied to prior expenses incurred during the period of January 2024 to March 2024.

In November 2021, the Company entered into a research agreement with Queensland University of Technology (“QUT”) for a pre-clinical research program for the development of a product to treat Netherton Syndrome of approximately $250,000. In May 2022, the Company entered into a second research agreement with QUT for the development of a product to treat Scleroderma of approximately $610,000. Each agreement remains in place until the completion of the research program, which in each case was initially anticipated to be 18 months from execution. For the years December 31, 2025 and 2024, the Company incurred de-minimis research and development costs related to these agreements. In July 2025 the Company announced that, in light of the expected near-term completion of the QRX003 clinical program for Netherton Syndrome, the Company has discontinued Netherton Syndrome research program with QUT. The Company is planning to schedule a meeting with QUT to discuss the future direction of the Scleroderma research program.

On June 10, 2024, the Company signed a research agreement with The School of Pharmacy at University College Cork, Ireland (“UCC”). The scope of the agreement encompasses the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are currently no approved therapies or cures. Under the terms of the agreement, based on the achievement of certain milestones, the Company will fund up to approximately €567,000 ($664,000) plus VAT over an anticipated 2-1/2 year period to support the UCC research program to investigate the development of a number of topical rapamycin formulations for future development as potential treatments for several rare and orphan diseases. Following completion of the research program, the Company will have the option to advance the clinical development of rapamycin formulations developed by UCC. Work on this research project commenced in December 2024. For the year ended December 31, 2025 and December 31, 2024, the Company incurred a research and development expense under these agreements of approximately $0.3 million and de-minimis, respectively.

Performance milestones and Royalties

See Note 9 for asset and in-licensed technology commitments.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We depend on a variety of information systems and technologies (including cloud technologies) to manage our business. We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. The underlying processes and controls of our cyber risk management program incorporate recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). We have undertaken, to conduct an annual assessment of our cyber risk management program and controls to identify, quantify, and categorize material cyber risks. In addition, we have developed a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the annual assessment process. In addition, we maintain policies over areas such as information security, access on/offboarding, and access and account management, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. Our cybersecurity risk management strategy and infrastructure includes maintenance of an IT assets inventory, periodic vulnerability scanning, identity access management controls including restricted access of privileged accounts, network integrity safeguarded by employing web-based software, industry-standard encryption protocols, critical data backups, infrastructure maintenance, incident response, cybersecurity strategy, and cyber risk advisory, assessment and remediation.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We depend on a variety of information systems and technologies (including cloud technologies) to manage our business. We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. The underlying processes and controls of our cyber risk management program incorporate recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). We have undertaken, to conduct an annual assessment of our cyber risk management program and controls to identify, quantify, and categorize material cyber risks. In addition, we have developed a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the annual assessment process.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The Audit Committee of the Board of Directors oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. Member(s) of management brief the Audit Committee on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, and the emerging threat landscape and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Member(s) of management brief the Audit Committee on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, and the emerging threat landscape and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents.
Cybersecurity Risk Role of Management [Text Block]	Our management team is responsible for oversight and administration of our cyber risk management program, and for informing our Board and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our management team relies on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants who may be engaged by us for strategic cyber risk management, advisory and decision making. To the extent we utilize third-party vendors to provide information technology services for various areas, including human resources functions (e.g., payroll), we generally require these vendors to monitor and protect their information technology systems against cyber-attacks and other breaches.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	management team
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Our management team relies on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants who may be engaged by us for strategic cyber risk management, advisory and decision making.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Consolidated Statements of Shareholders' Equity - USD ($)	Ordinary Shares Warrants	Ordinary Shares Pre-Funded Warrants	Ordinary Shares	Additional Paid in Capital Warrants	Additional Paid in Capital	Accumulated Deficit	Accumulated other comprehensive loss	ADS Warrants	ADS Pre-Funded Warrants	ADS	Warrants	Total
Balance at beginning of year at Dec. 31, 2023					$ 51,867,336	$ (46,203,320)						$ 5,664,016
Balance at beginning of year (in shares) at Dec. 31, 2023			987,220							28,206
Net loss						(8,962,472)						(8,962,472)
Stock based compensation					1,258,890							1,258,890
Issuance of ADS and Pre-Funded Warrants, net					11,244,239							11,244,239
Issuance of ADS and Pre-Funded Warrants, net (in shares)			7,960,944							227,455
Balance at end of year at Dec. 31, 2024					64,370,465	(55,165,792)						$ 9,204,673
Balance at ending of year (in shares) at Dec. 31, 2024			8,948,164							255,661		8,948,164
Net loss						(15,804,655)						$ (15,804,655)
Stock based compensation					1,147,236							1,147,236
Issuance of ADS and Pre-Funded Warrants, net					15,082,443							15,082,443
Issuance of ADS and Pre-Funded Warrants, net (in shares)			530,320							15,152
Exercise				$ 3,490,822							$ 3,490,822
Exercise (in shares)	7,798,024	35,164,852						222,801	1,004,711
Foreign currency adjustment							$ (613)					(613)
Balance at end of year at Dec. 31, 2025					$ 84,090,966	$ (70,970,447)	$ (613)					$ 13,119,906
Balance at ending of year (in shares) at Dec. 31, 2025			52,441,360							1,498,325		52,441,360

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2025

ACCRUED EXPENSES

Schedule of accrued expenses


		December 31,			December 31,
		2025			2024
Research contract expenses (note 12)		$	934,524		$	183,094
Payroll (note 11)			1,023,295			940,539
Payroll taxes (note 11)			54,936			77,726
Accrued severance			391,926			—
Professional fees			96,848			323,497
Other expenses			36,928			4,121
Total		$	2,538,457		$	1,528,977

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS (Details)			1 Months Ended	12 Months Ended
	Jun. 10, 2024 USD ($)	Jun. 10, 2024 EUR (€)	Nov. 30, 2020	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	May 31, 2022 USD ($)	Nov. 30, 2021 USD ($)
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Research and development				$ 9,802,807	$ 3,602,632
Accrued research and development expense				934,524	183,094
Therapeutics Inc.
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Initial term			3 years
Written termination notice period			90 days
Total amount of agreement						$ 3,600,000	$ 830,000	$ 4,400,000
Research and development				2,100,000	1,100,000
Credit of prior expenses incurred					$ 83,000
Netherton Syndrome
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement										$ 250,000
Scleroderma
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement									$ 610,000
The School of Pharmacy at UCC
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Maximum funding amount	$ 664,000	€ 567,000
Commitment period	2 years 6 months	2 years 6 months
Accrued research and development expense				$ 300,000

CONTINGENCIES

12 Months Ended

Dec. 31, 2025

CONTINGENCIES

CONTINGENCIES

NOTE 15 - CONTINGENCIES

From time to time, the Company may become involved in various legal matters arising in the ordinary course of business. Management is unaware of any matters requiring accrual for related losses in the financial statements.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

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+ Details