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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2023

 

QUOIN PHARMACEUTICALS LTD.
(Translation of registrant’s name into English)

 

State of Israel   001-37846   92-2593104
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

42127 Pleasant Forest Court

Ashburn, VA

  20148-7349
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (703) 980-4182

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class    Trading Symbol(s)   Name of each exchange on which registered
American Depositary Shares, each representing five thousand (5,000) Ordinary Shares, no par value per share   QNRX   The Nasdaq Stock Market LLC
Ordinary Shares, no par value per share*       N/A
*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securities and Exchange Commission.

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 8, 2023, Quoin Pharmaceuticals Ltd. (the “Company”) announced its first quarter 2023 financial results. A copy of the Company’s press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information set forth and incorporated by reference in this Item 2.02 shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and the Company does not incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
   
99.1   Press Release, dated May 8, 2023
104   Cover Page Interactive Data file (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: May 8, 2023 QUOIN PHARMACEUTICALS LTD.
   
   
  By: /s/ Gordon Dunn
  Name: Gordon Dunn
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Quoin Pharmaceuticals Provides Corporate Update and Announces First Quarter 2023 Financial Results

 

First patient dosed in Quoin’s single arm, open label clinical trial in Netherton Syndrome patients currently receiving off-label systemic therapy

 

Recruitment and dosing continue in Quoin’s ongoing double blinded, placebo-controlled study of QRX003 for Netherton Syndrome

 

Following successful public offering Quoin expects its cash runway will extend into 2H 2024

 

ASHBURN, Va., May 8, 2023 (GLOBE NEWSWIRE) -- Quoin Pharmaceuticals Ltd. (NASDAQ: QNRX) (the “Company” or “Quoin”), a clinical stage, specialty pharmaceutical company focused on rare and orphan diseases, today provides a business update and announces financial results for the first quarter of 2023.

 

Quoin CEO, Dr. Michael Myers, said, “We are very pleased to announce a very positive start to 2023, which has the potential to be a transformational year for Quoin. During this past quarter, we achieved a number of important milestones for the company. Following a successful public offering, we expect to have our cash runway into the second half of 2024. We believe our strong balance sheet is a significant asset as we continue our search to expand our portfolio of rare and orphan disease drug products.”

 

“We were delighted to announce that with the dosing of the first patient in our second clinical trial in Netherton Syndrome, both studies are now actively recruiting and dosing patients and we anticipate releasing topline data in the second half of 2023.”

 

“Interest level in both studies continues to be very high from patients and clinicians.”

 

Corporate Highlights

 

In March 2023, Quoin dosed the first patient in its open label clinical trial in Netherton Syndrome patients. This trial is a single arm, open label study, investigating the safety and efficacy of Quoin’s lead candidate, QRX003, in Netherton Syndrome patients who are currently receiving off-label systemic therapy, primarily biologic therapy, and will continue to do so throughout the duration of the study.
In February 2023, Quoin completed a public offering of securities with net proceeds of approximately $5.8 million, which Quoin expects to extend the company’s cash runway into 2H 2024.
Quoin continues to advance two rare disease research programs with Queensland University of Technology for treatment of Scleroderma and Netherton Syndrome and expects to initiate clinical testing in Australia for at least one of these programs in 2H 2023.

 

 

 

 

Financial Highlights

 

Quoin had approximately $17.0 million in cash, cash equivalents and marketable securities as of March 31, 2023.
Net loss for the quarter ended March 31, 2023 was approximately $2.6 million compared to approximately $1.7 million for the quarter ended March 31, 2022.
Investors are encouraged to read the Company’s Quarterly Report on Form 10-Q when it is filed with the Securities and Exchange Commission (the “SEC”), which will contain additional details about Quoin’s financial results as of and for the period ended March 31, 2023.

 

About Quoin Pharmaceuticals Ltd.

Quoin Pharmaceuticals Ltd. is a clinical stage specialty pharmaceutical company focused on developing and commercializing therapeutic products that treat rare and orphan diseases. We are committed to addressing unmet medical needs for patients, their families, communities and care teams. Quoin’s innovative pipeline comprises four products in development that collectively have the potential to target a broad number of rare and orphan indications, including Netherton Syndrome, Peeling Skin Syndrome, Palmoplantar Keratoderma, Scleroderma, Epidermolysis Bullosa and others. For more information, visit: www.quoinpharma.com or LinkedIn for updates.

 

Cautionary Note Regarding Forward Looking Statements

The Company cautions that statements in this press release that are not a description of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 that the Company filed with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

For further information:

 

PCG Advisory

Stephanie Prince

sprince@pcgadvisory.com

(646) 863-6341

 

 

 

 

QUOIN PHARMACEUTICALS LTD.

 

Condensed Consolidated Balance Sheets

 

   March 31,   December 31, 
   2023   2022 
   (unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $3,371,854   $2,860,628 
Investments   13,618,026    9,992,900 
Prepaid expenses   398,906    516,584 
Total current assets   17,388,786    13,370,112 
           
Prepaid expenses - long term   383,390    383,390 
Intangible assets, net   678,550    704,561 
Other assets        
Total assets  $18,450,726   $14,458,063 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable   281,094   $605,600 
Accrued expenses   2,085,205    1,175,705 
Accrued interest and financing expense   1,146,251    1,146,251 
Due to officers – short term   650,000    600,000 
Total current liabilities   4,162,550    3,527,556 
           
Due to officers – long term   3,373,733    3,523,733 
Total liabilities  $7,536,283   $7,051,289 
           
Commitments and contingencies          
           
Shareholders’ equity:          
Ordinary shares, no par value per share, 500,000,000,000 ordinary shares authorized – 59,233,024,799 (11,846,532 ADS’s) ordinary shares issued and outstanding at March 31, 2023 and 24,233,024,799 (4,846,605 ADS’s) at December 31, 2022  $   $ 
Treasury stock, 2,641,693, ordinary shares   (2,932,000)   (2,932,000)
Additional paid in capital   53,966,259    47,855,521 
Accumulated deficit   (40,119,816)   (37,516,747)
Total shareholders’ equity   10,914,443    7,406,774 
           
Total liabilities and shareholders’ equity  $18,450,726   $14,458,063 

  

 

 

 

QUOIN PHARMACEUTICALS LTD.

 

Condensed Consolidated Statements of Operations (Unaudited)

 

   Three months ended March 31, 
   2023   2022 
Operating expenses          
General and administrative  $1,683,817   $1,588,470 
Research and development   1,091,733    587,569 
           
Total operating expenses   2,775,550    2,176,039 
           
Other (income) and expenses          
Forgiveness of accounts payable       (416,000)
Warrant liability (income) expense       (77,237)
Unrealized gain   (20,427)    
Interest income   (152,054)    
Total other expense   (172,481)   (493,237)
Net loss  $(2,603,069)  $(1,682,802)
           
Loss per ADS          
Loss per ADS          
Basic  $(0.34)  $(2.51)
Fully-diluted  $(0.34)  $(2.51)
           
Weighted average number of ADS’s outstanding          
Basic   7,646,605    670,930 
Fully-diluted   7,646,605    670,930