0001410578-24-000198 | 10-K | XBRL Viewer | Quoin Pharmaceuticals LTD

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ACCRUED INTEREST AND FINANCING EXPENSE (Details)	12 Months Ended
ACCRUED INTEREST AND FINANCING EXPENSE (Details)	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($) item
ACCRUED INTEREST AND FINANCING EXPENSE
Accrued interest and financing expense \| $	$ 1,146,251	$ 1,146,251
Convertible notes 2020
ACCRUED INTEREST AND FINANCING EXPENSE
Accrued interest and financing expense \| $	$ 1,146,000	$ 1,146,000
Total number of notes holders \| item		5
Number of notes holders who received consideration \| item		2
Number of remaining noteholders \| item	3	3
Interest expense \| $	$ 0

Consolidated Statements of Shareholders' Equity (Deficit) - USD ($)	Common Stock ADS	Common Stock	Treasury Stock	Additional Paid In Capital	Accumulated Deficit	ADS	Total
Balance at beginning of year at Dec. 31, 2021			$ (2,932,000)	$ 31,659,017	$ (28,069,985)		$ 657,032
Balance at beginning of year (in shares) at Dec. 31, 2021	55,913	55,913
Net Income (Loss)					(9,381,496)		(9,381,496)
Stock based compensation				764,007			764,007
Reclassification of warrant liability upon issuance of Exchange warrant				296,362			296,362
Issuance of ADS and Pre-Funded Warrants, net				14,877,332			14,877,332
Issuance of ADS and Pre-Funded Warrants, net (in shares)	280,000	280,000
Cashless exercise of warrants (in shares)	64,292	64,292
Settlement of accrued expenses				193,537			193,537
Settlement of accrued expenses (in shares)	3,682	3,682
Deemed dividend on warrant modification				65,266	(65,266)
Balance at end of year at Dec. 31, 2022			(2,932,000)	47,855,521	(37,516,747)		$ 7,406,774
Balance at ending of year (in shares) at Dec. 31, 2022	403,887	403,887				403,887	403,887
Net Income (Loss)					(8,686,573)		$ (8,686,573)
Stock based compensation				1,094,549			1,094,549
Retirement of Treasury Stock			$ 2,932,000	(2,932,000)
Issuance of ADS and Pre-Funded Warrants, net				5,849,266			5,849,266
Issuance of ADS and Pre-Funded Warrants, net (in shares)	583,333	583,333
Balance at end of year at Dec. 31, 2023				$ 51,867,336	$ (46,203,320)		$ 5,664,016
Balance at ending of year (in shares) at Dec. 31, 2023	987,220	987,220				987,220	987,220

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 8 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are as follows:


	December 31,		December 31,
	2023		2022
Prepaid R&D costs	$	447,979	$	383,390
Prepaid insurance		401,972		508,084
Prepaid expense		8,500		8,500
Deferred offering costs (note 18)		32,583		—
Total	$	891,034	$	899,974
Less: Short-term portion		(591,034)		(516,584)
Long-term portion	$	300,000	$	383,390

SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS' EQUITY

Schedule of warrant activities


		Weighted
	ADSs	Average
	Underlying	Exercise Price
	Warrants	Per ADS
Outstanding at December 31, 2021	11,440	$	664.68	*
Granted Common Warrants	448,779		134.52	**
Terminated	(19,362)		597.00	*
Exercised - Cashless and Pre Funded Warrants	(160,122)		—
Outstanding at December 31, 2022	280,735	$	64.20	**
Granted Common Warrants	583,346		12.00
Granted Pre-Funded Warrants	170,833		—
Exercised Pre-Funded Warrants	(170,833)		—
Outstanding and exercisable at December 31, 2023	864,081	$	16.13

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Increase in valuation allowance	$ 6,216,000	$ 4,392,000
Federal income tax rate	21.00%	21.00%
Effective tax rate	0.00%	0.00%
Gross deferred tax asset	$ 4,617,000
Deferred tax assets:
Net operating losses	4,276,000	$ 3,334,000
Accrued Expenses and Other	175,000	189,000
R&D Credit Carryforward	321,000	76,000
Stock Compensation	289,000	178,000
R&D Capitalization	1,104,000	581,000
Intangibles	51,000	34,000
Total gross deferred tax assets/(liabilities)	6,216,000	4,392,000
Less valuation allowance	(6,216,000)	(4,392,000)
Federal
INCOME TAXES
Net operating loss carryforward	17,891,000	$ 12,951,000
Federal \| Research and Development (R&D) tax credit
INCOME TAXES
Tax credit carry-forwards	321,000
State
INCOME TAXES
Net operating loss carryforward	$ 17,892,000

STOCK BASED COMPENSATION - Option activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted Average Exercise Price
Outstanding at beginning of the period	$ 64.20	$ 664.68
Forfeited/Cancelled (in dollars per share)		597.00
Outstanding at the end of the period	$ 16.13	$ 64.20	$ 664.68
ADS
ADS Underlying Options
Number of options outstanding at beginning of period	280,735	11,440
Forfeited/Cancelled (in shares)		(19,362)
Number of Options outstanding at end of period	864,081	280,735	11,440
Amended plan \| ADS
ADS Underlying Options
Number of options outstanding at beginning of period	25,595	479
Granted	252,416	25,595
Forfeited/Cancelled (in shares)		(479)
Number of Options outstanding at end of period	278,011	25,595	479
Exercisable options (in shares)	7,382
Weighted Average Exercise Price
Outstanding at beginning of the period	$ 210.00	$ 7,640.88
Granted	6.62	210.00
Forfeited/Cancelled (in dollars per share)		7,640.00
Outstanding at the end of the period	25.34	$ 210.00	$ 7,640.88
Exercisable options (in dollars per share)	$ 210.00
Weighted Average Contractual Terms
Contractual term (in years)	9 years 8 months 4 days	9 years 3 months 10 days	3 months 29 days
Exercisable options (in years)	8 years 4 months 17 days

IN-LICENSED TECHNOLOGY - Skinvisible (Details) - Skinvisible Licensing agreement $ in Millions	1 Months Ended
	Oct. 31, 2019 USD ($)
IN-LICENSED TECHNOLOGY
License Fee	$ 1
Percentage of revenues to be paid	25.00%
Amount of payment to be made	$ 5

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS (Details) - USD ($)	1 Months Ended			12 Months Ended
	Aug. 31, 2022	Mar. 31, 2022	Nov. 30, 2020	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	May 31, 2022	Dec. 31, 2021	Nov. 30, 2021	Jul. 31, 2018
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Research and development				$ 3,307,987	$ 2,672,836
Accrued expenses				1,308,706	1,175,705
Other income				691,931	(123,792)
Gain on reduction in liability					416,000
Settlement of accrued expenses (in shares)	3,682
Research and consulting agreement \| Axella Research LLC
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement										$ 270,000
Research and consulting agreement \| Therapeutics Inc.
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Credit of prior expenses incurred				278,000
Research and development				1,200,000	1,500,000
Research and consulting agreement \| Scleroderma
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement							$ 610,000
Research and development				361,000	353,000
Consulting agreements \| Axella Research LLC
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Accrued expenses								$ 194,000
Consulting agreements \| Investor Relations firm
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Monthly payments				14,000
Accrued expenses				0	56,000			$ 584,000
Other income		$ 416,000
Gain on reduction in liability		$ 168,000
Consulting fees				$ 0	112,000
Consulting agreements \| Netherton Syndrome
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement									$ 250,000
Consulting agreements \| Therapeutics Inc.
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Initial term			3 years
Written termination notice period			90 days
Total amount of agreement					$ 830,000	$ 4,400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings (loss) per share (Details) - ADS - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Stock Option
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	278,011	25,595
Outstanding warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	864,081	280,735

LICENSE AGREEMENTS (Details)	12 Months Ended
LICENSE AGREEMENTS (Details)	Dec. 31, 2023 USD ($) agreement	Dec. 31, 2022 agreement
LICENSE AGREEMENTS
Number of license and supply agreements entered \| agreement	9	8
Royalty revenues \| $	$ 0

SHAREHOLDERS' EQUITY - Warrants (Details) - USD ($)	12 Months Ended
SHAREHOLDERS' EQUITY - Warrants (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Weighted Average Exercise Price Per Share
Outstanding at beginning of the period	$ 64.20	$ 664.68
Terminated (in dollars per share)		597.00
Outstanding at the end of the period	$ 16.13	64.20
Intrinsic value of outstanding options	$ 0
Common Warrants
Weighted Average Exercise Price Per Share
Granted	$ 12.00	$ 134.52
ADS
ADSs Underlying Warrants
Number of options outstanding at beginning of period	280,735	11,440
Terminated (in shares)		(19,362)
Number of Options outstanding at end of period	864,081	280,735
Weighted Average Exercise Price Per Share
Intrinsic value of outstanding options	$ 0
ADS \| Common Warrants
ADSs Underlying Warrants
Granted	583,346	448,779
ADS \| Pre-Funded Warrants
ADSs Underlying Warrants
Granted	170,833
StockIssuedDuringPeriodSharesStockOptionsExercised	(170,833)	(160,122)

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 600,000	$ 599,999
Outstanding indebtedness	$ 600,000	$ 600,000
Other Liability, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Operating cost and expenses	$ 9,378,504	$ 9,257,704
Research and development
RELATED PARTY TRANSACTIONS
Operating cost and expenses	12,000	48,000
Dr. Myers
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 300,000	300,000
Other Liability, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember
Outstanding indebtedness	$ 1,959,000
Monthly payment amount	25,000
Ms. Carter
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 300,000	$ 300,000
Other Liability, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember
Outstanding indebtedness	$ 1,565,000
Monthly payment amount	$ 25,000

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 9 – ACCRUED EXPENSES

Accrued expenses are as follows:


	December 31,		December 31,
	2023		2022
Research contract expenses (note 13)	$	358,287	$	105,071
Payroll (note 12)		804,156		788,169
Payroll taxes (note 12)		93,989		159,593
Professional fees		50,534		44,278
Other expenses		1,740		78,594
Total	$	1,308,706	$	1,175,705

STOCK BASED COMPENSATION (Details) - Amended plan - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
STOCK BASED COMPENSATION
Percentage of ordinary shares reserved for issuance	15.00%
Number of ordinary shares reserved for future issuance	106,532	319,397
Number of shares available for issuance		41,386
ADS
STOCK BASED COMPENSATION
Number of ordinary shares reserved for future issuance	106,532	319,397

- 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.

+ References

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+ Details

CONTINGENCIES

12 Months Ended

Dec. 31, 2023

CONTINGENCIES

CONTINGENCIES

NOTE 16 - 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.

+ References + Details

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

12 Months Ended

Dec. 31, 2023

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

NOTE 2 - LIQUIDITY RISKS AND OTHER UNCERTAINTIES

The Company has incurred net losses every year since inception and has an accumulated deficit of approximately $46.2 million at December 31, 2023. The Company has historically funded its operations through debt and equity financings. At December 31, 2023, the Company had cash balances totaling $2.4 million and investments of $8.3 million. On March 7, 2024, the Company completed an offering of ordinary shares represented by ADSs and pre-funded warrants to purchase ordinary shares represented by ADSs with each ADS and pre-funded warrant accompanied by warrants to purchase ordinary shares represented by ADSs, for aggregate gross proceeds of approximately $6.5 million, before offering costs (See Note 18). The Company believes that it has sufficient cash and liquidity to effect its business plan for at least one year from the issuance of these consolidated financial statements.

Additional financing will still be required to complete the research and development of the Company’s therapeutic targets and its other operating requirements until it achieves commercial profitability, if ever. Such financing may not be available at acceptable terms, if at all. 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, all of which could have a material adverse effect on the Company’s business, results of operations and financial condition.

Other risks and uncertainties:

The Company is subject to risks common to development stage biopharmaceutical 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.

On April 5, 2023, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that the closing bid price per ADS was below the required minimum of $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2).Pursuant to Nasdaq Rule 5810(c)(3)(A), the Company had a period of one hundred eighty (180) calendar days, or until October 2, 2023 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. On August 1, 2023, the Company received a letter from Nasdaq stating that the Company’s closing bid price per ADS was at $1.00 or greater for the last 10 consecutive business days. Accordingly, the Company regained compliance with Listing Rule 5550(a)(2) and the matter was closed.

INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS
Total cost	$ 1,000,000	$ 1,040,433
Accumulated amortization	(416,666)	(335,872)
Net book value	583,334	704,561
Acquired technology - Polytherapeutics
INTANGIBLE ASSETS
Total cost		40,433
Technology license - Skinvisible
INTANGIBLE ASSETS
Total cost	$ 1,000,000	$ 1,000,000

LIQUIDITY RISKS AND OTHER UNCERTAINTIES (Details) - USD ($)	Mar. 07, 2024	Aug. 01, 2023	Apr. 05, 2023	Feb. 24, 2023	Dec. 31, 2023	Dec. 31, 2022
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
Accumulated deficit					$ 46,200,000
Cash balance					2,401,198	$ 2,860,628
Investments					$ 8,293,663	$ 9,992,900
Aggregate gross proceeds				$ 7,000,000.0
Subsequent Event
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
Aggregate gross proceeds	$ 6,500,000
ADS
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
Minimum closing bid price required per ADS		$ 1.00	$ 1.00
Threshold number of consecutive business days for calculating closing bid price per ads		10 days	30 days

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

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 generally accepted accounting principles in the United States (“U.S. GAAP”), which have been consistently applied. All intercompany accounts and transactions have been eliminated in consolidation.

Effective July 18, 2023, the ratio of American Depositary Shares (“ADSs”) evidencing ordinary shares changed from 1 ADS representing five thousand (5,000) ordinary shares to 1 ADS representing sixty thousand (60,000) ordinary shares, which resulted in a 1 for 12 reverse split of the issued and outstanding ADSs. Effective November 8, 2023, the Company completed a 1 for 60,000 reverse split of the ordinary shares which resulted in the ratio of ADSs evidencing ordinary shares to be changed from 1 ADS representing sixty thousand (60,000) ordinary shares to 1 ADS representing one (1) ordinary share. All ordinary share, ADSs and related option and warrant information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the number of ordinary shares and ADSs resulting from the aforementioned ordinary share reverse split and ADS ratio changes.

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, 2023 and December 31, 2022, respectively.

Investments:

Investments as of December 31, 2023 and 2022 consist of U.S. Treasury Bills, which are classified as trading securities, totaling $8.3 million and $10.0 million, respectively. 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 held on December 31, 2023 have maturities within four months from the balance sheet date. As of December 31, 2023, the carrying value of the Company’s U.S. Treasury Bills 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 we consider that could trigger an impairment review include the following:

●

Significant changes in the manner of our use of the acquired assets or the strategy for our 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 year ended December 31, 2023 there was one impairment indicator which required an impairment loss measurement (see Note 11). During the year ended December 31, 2022, there were no impairment indicators which required an impairment loss measurement.

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, 2023 and 2022, 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, net of actual forfeitures. 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 and 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, potential shares are excluded if their effect is anti-dilutive.

For the year ended December 31, 2023, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 864,081 ADS and outstanding stock options to purchase 278,011 ADS. For the year ended December 31, 2022, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 280,735 ADS and outstanding stock options to purchase 25,595 ADS. The inclusion of these warrants and stock options for both 2023 and 2022 in the denominator would be anti-dilutive.

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 new standard will be effective for the Company for the fiscal year beginning January 1, 2025. While the new standard does require further disaggregation of the income tax footnote, the Company currently does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.

FINANCING

12 Months Ended

Dec. 31, 2023

FINANCING

FINANCING

NOTE 5 – FINANCING

In connection with the Merger Agreement and the Securities Purchase Agreement with Altium Growth Fund LLP (the “Investor”) (described below), during March to May 2021 Quoin Inc. issued three tranches of bridge notes (the “Bridge Notes”) in the aggregate principal amount of $5.0 million. The Bridge notes had a maturity date of the earliest to occur of: (i) December 25, 2021, (ii) the date on which the Company’s equity was registered under the Exchange Act or is exchanged for equity so registered or (iii) immediately prior to the closing of the Merger. The Bridge Notes were offset against the purchase price under the Securities Purchase Agreement related to the Primary Financing and converted into 8,385 ADSs upon the closing of the Primary Financing in October 2021.

The Bridge Notes were issued with warrants to purchase a number of shares of Quoin Inc.’s common stock equal to the aggregate principal amount of the Bridge Notes. Upon the closing of the financing in October 2021, the warrants were exchanged for warrants to purchase 8,256 ADSs at a fixed per share exercise price of $597 with a five year maturity (“Investor Exchange Warrants”). On July 14, 2022, the Company and the Investor entered into an agreement amending the terms of the Investor Exchange Warrants. See below, “Agreements with Altium Growth Fund, LP and Warrant Exercises”.

On October 28, 2021, the Company completed the private placement transaction with the Investor for an aggregate purchase price of approximately $17.0 million (comprised of the set off from approximately $5.0 million of Bridge Notes, and approximately $12.0 million in cash) (the “Primary Financing”), which resulted in the net proceeds of approximately $10.1 million.

The Company also issued to the Investor, effective as of March 13, 2022 (i) Series A Warrant to purchase 28,508 ADSs (the “Series A Warrant”) (ii) Series B Warrant to purchase 28,508 ADSs (the “Series B Warrant”) and (iii) Series C Warrant to purchase 15,931 ADSs (“Series C Warrant” and, together with the Series A Warrant and Series B Warrant, the “Investor Warrants”). The exercise price for the Investor Warrants was$597 per ADS, with Series A Warrant having a five-year maturity, and Series B Warrant and Series C Warrant having a two-year maturity.

The Company had the right to require the mandatory exercise of the Series C Warrant, subject to an effective registration statement being in place for the resale of the shares underlying such warrants and the satisfaction of equity market conditions, as defined in the Series C Warrant. In the period from April 22, 2022 to June 30, 2022, the Investor exercised the Series B Warrant in full pursuant to the alternate cashless exercise rights of such warrant, resulting in the issuance of a total of 28,508 ADSs to the Investor. The market related conditions to require the mandatory exercise of the Series C Warrant were not met during the period up to July 14, 2022.

Agreements with Altium Growth Fund, LP and Warrant Exercises

On July 14, 2022, the Company, Quoin Inc. and Altium entered into an agreement (the “Altium Agreement”), pursuant to which the parties agreed to, among other things, (i) amend certain terms of the Series A Warrant and Investor Exchange Warrants previously issued to Altium to reduce the exercise price from $597 to $0.00 per ADS with respect to a total of 33,333 ADSs, (ii) cancel the Series C Warrant and the remaining portion of the Series A Warrant previously issued to Altium, and (iii) terminate the Purchase Agreements, pursuant to which the warrants were previously issued to Altium. The incremental fair value of the modified warrants was approximately $491,000, which was accounted for as an offering expense as part of the 2022 Offering (see Note 14) as the modification was done in contemplation of such offering. As of August 2, 2022, Altium exercised all of its outstanding warrants to purchase ADSs at $0.00 per ADS exercise price and the Company issued a total of 33,333 ADSs to Altium.

The exercise price of the Noteholder Warrants (See Note 4) was also reduced from $597 to $0.00 as of July 14, 2022 as a result of the Altium Agreement.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


December 31, 2023	Level 1		Level 2		Level 3		Total
US Treasury Bills	$	8,293,663	$	—	$	—	$	8,293,663
Total US Treasury Bills Asset	$	8,293,663	$	—	$	—	$	8,293,663


December 31, 2022	Level 1		Level 2		Level 3		Total
US Treasury Bills	$	9,992,900	$	—	$	—	$	9,992,900
Total US Treasury Bills Asset	$	9,992,900	$	—	$	—	$	9,992,900

Schedule of movement of the warrant liability


	2020 Note
	Warrants
Beginning Balance January 1, 2022	$	373,599
Change in Fair value of warrants		(77,237)
Reclassification of warrant liability to an equity instrument		(296,362)
Ending Balance December 31, 2022	$	—

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAXES

Schedule of deferred tax assets and liabilities


(table in thousands)	2023		2022
Net operating losses	$	4,276	$	3,334
Accrued Expenses and Other		175		189
R&D Credit Carryforward		321		76
Stock Compensation		289		178
R&D Capitalization		1,104		581
Intangibles		51		34
Total gross deferred tax assets/(liabilities)	$	6,216	$	4,392
Less valuation allowance		(6,216)		(4,392)
Net deferred tax assets/(liabilities)	$	—	$	—

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


(table in thousands)	2023		2022
Federal Statutory Rate	$	(1,824)	$	(1,970)
Permanent Differences		167		153
Research and Development		(195)		(76)
State Income Tax		79		388
Change in Valuation Allowance		1,824		347
Deferred True Up		(51)		1,158
Effective Tax	$	—	$	—

FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in fair value (Details) - USD ($)		12 Months Ended
	Mar. 13, 2022	Dec. 31, 2022
Movement of warrant liability
Warrant liability reclassified to additional paid in capital		$ 296,362
2020 Notes Warrants
Movement of warrant liability
Beginning Balance		373,599
Change in Fair value of warrants		(77,237)
Reclassification of warrant liability to an equity instrument		$ (296,362)
Warrant liability reclassified to additional paid in capital	$ 296,362

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 11 - INTANGIBLE ASSETS

Intangible assets are as follows:


	December 31,		December 31,
	2023		2022
Acquired technology – Polytherapeutics	$	—	$	40,433
Technology license – Skinvisible		1,000,000		1,000,000
Total cost		1,000,000		1,040,433
Accumulated amortization		(416,666)		(335,872)
Net book value	$	583,334	$	704,561

The Company recorded amortization expense of approximately $104,000 and $104,000 in the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 the Company determined that the Polytherapeutics asset was no longer of use and reduced the carrying value to zero, which resulted in an impairment expense of approximately $18,000 recorded in research and development expenses in the year ended December 31, 2023. The annual amortization expense expected to be recorded for existing intangible assets for the years 2024 through 2027, and thereafter, is approximately $100,000, $100,000, $100,000, 100,000 and $183,000, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value on a recurring basis (Details) - Recurring - USD ($)	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	$ 8,293,663	$ 9,992,900
US Treasury Bills
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	8,293,663	9,992,900
Level 1
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	8,293,663	9,992,900
Level 1 \| US Treasury Bills
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	$ 8,293,663	$ 9,992,900

INCOME TAXES - Company's valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Federal Statutory Rate	$ (1,824)	$ (1,970)
Permanent Differences	167	153
Research and Development	(195)	(76)
State Income Tax	79	388
Change in Valuation Allowance	1,824	347
Deferred True Up	$ (51)	$ 1,158

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,401,198	$ 2,860,628
Investments	8,293,663	9,992,900
Prepaid expenses and other current assets	591,034	516,584
Total current assets	11,285,895	13,370,112
Prepaid expenses - long term	300,000	383,390
Intangible assets, net	583,334	704,561
Total assets	12,169,229	14,458,063
Current liabilities:
Accounts payable	526,523	605,600
Accrued expenses	1,308,706	1,175,705
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	$ 3,581,480	$ 3,527,556
Due to officers - long term	$ 2,923,733	$ 3,523,733
Other liability, noncurrent, related party, type extensible enumeration	srt:OfficerMember	srt:OfficerMember
Total liabilities	$ 6,505,213	$ 7,051,289
Commitments and contingencies
Shareholders' equity:
Ordinary shares, no par value per share, 100,000,000 and 8,333,334 ordinary shares authorized at December 31, 2023 and 2022, respectively - 987,220 (987,220 ADS's) ordinary shares issued and outstanding at December 31, 2023 and 403,887 (403,887 ADS's) at December 31, 2022	0	0
Treasury stock, -0- ordinary shares issued at December 31, 2023 and 45 ordinary shares issued at December 31, 2022		(2,932,000)
Additional paid in capital	51,867,336	47,855,521
Accumulated deficit	(46,203,320)	(37,516,747)
Total shareholders' equity	5,664,016	7,406,774
Total liabilities and shareholders' equity	$ 12,169,229	$ 14,458,063

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 12 – 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, 2023 and 2022, respectively. As of December 31, 2023, approximately $1,959,000 and $1,565,000 of such indebtedness was outstanding to Dr. Myers and Ms. Carter, respectively.

Amounts due to officers at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
	2023		2022
Salaries and other compensation	$	3,523,733	$	4,108,500
Invoices paid on behalf of the Company		—		15,232
Total	$	3,523,733	$	4,123,732
Less: Short-term portion		(600,000)		(600,000)
Long-term portion	$	2,923,733	$	3,523,733

Expenses:

Research and development expense of $12,000 and $48,000 were paid during the years ended December 31, 2023 and 2022, respectively, to Dr. Myers’ son, who had been consulting for the Company on matters from time to time. As of March 31, 2023, Dr. Myers’ son no longer provided consulting services to the Company.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

Use of estimates:

Cash and cash equivalents:

Cash and cash equivalents:

Warrants:

Investments:

Long-lived assets:

●

Significant changes in the manner of our use of the acquired assets or the strategy for our 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.

Research and development:

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:

Stock based compensation:

Stock based compensation:

Fair value of financial instruments:

Earnings (loss) per share:

Recent Accounting Pronouncements:

Recent Accounting Pronouncements:

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows used in operating activities:
Net loss	$ (8,686,573)	$ (9,381,496)
Change in fair value of warrant liability		(77,237)
Stock based compensation	1,094,549	764,007
Forgiveness of trade payable		(416,000)
Amortization of intangibles	103,706	104,043
Asset impairment	17,521
Increase in accrued interest and financing expense		714,081
Unrealized gain and accrued interest on investments	(489,079)	(93,779)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	53,924	(217,806)
Decrease in prepaid expenses & other assets	41,523	123,455
Net cash used in operating activities	(7,864,429)	(8,480,732)
Cash flows provided by (used in) investing activities:
Purchase of investments	(18,090,684)	(9,899,121)
Proceeds from maturity of investments	20,279,000
Payment for license acquisition		(250,000)
Cash flows provided by (used in) investing activities:	2,188,316	(10,149,121)
Cash flows provided by financing activities:
Payments of deferred financing costs	(32,583)	42,045
Payment of interest on "Bridge Notes"	(600,000)	(599,999)
Payment of interest on "Bridge Notes"		(311,670)
Proceeds from sale of equity securities, net	5,849,266	14,877,332
Net cash provided by (used in) investing activities	5,216,683	14,007,708
Net change in cash and cash equivalents:	(459,430)	(4,622,145)
Cash and cash equivalents - beginning of year	2,860,628	7,482,773
Cash and cash equivalents - end of year	2,401,198	2,860,628
Supplemental information - Non cash items:
Reclassification of warrant liability to equity upon issuance of "Exchange warrants"		296,362
Deemed dividend on warrant modification		65,266
Offering expenses associated with warrant modification	$ 238,231	491,601
Settlement of accrued expenses		$ 193,537

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating expenses
General and administrative	$ 6,070,517	$ 6,584,868
Research and development	3,307,987	2,672,836
Total operating expenses	9,378,504	9,257,704
Other (income) and expenses
Forgiveness of accounts payable		(416,000)
Warrant liability (income) expense		(77,237)
Unrealized loss (gain)	2,683	(1,307)
Realized and accrued interest income	(694,614)	(95,745)
Interest and financing expense		714,081
Total other (income) expense	(691,931)	123,792
Net loss	(8,686,573)	(9,381,496)
Deemed dividend on warrant modification		(65,266)
Net loss attributable to shareholders	$ (8,686,573)	$ (9,446,762)
ADS
Loss per ADS
Basic	$ (9.64)	$ (46.81)
Fully-diluted	$ (9.64)	$ (46.81)
Weighted average number of ADS's outstanding
Basic	900,919	201,826
Fully-diluted	900,919	201,826

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions					12 Months Ended
	Nov. 08, 2023 shares	Oct. 26, 2023 shares	Jul. 18, 2023 shares	Aug. 01, 2022 shares	Dec. 31, 2023 USD ($)	Oct. 25, 2023 shares	Dec. 31, 2022 USD ($) shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares represented for one ADS			60,000
Shares owned (as a percent)			0.083%	12.50%
Reverse stock split	1.67
Number of ordinary shares for ADS	60,000	500,000,000,000				6,000,000,000,000
U.S. Treasury Bills \| $					$ 8.3		$ 10.0
Maturity term					4 months
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares represented for one ADS			5,000
ADS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reverse stock split		1
Number of ordinary shares for ADS	1	60,000		400			5,000
ADS \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of ordinary shares for ADS			5,000
ADS \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of ordinary shares for ADS							60,000

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 15 – INCOME TAXES

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and December 31, 2022 are as follows:


(table in thousands)	2023		2022
Net operating losses	$	4,276	$	3,334
Accrued Expenses and Other		175		189
R&D Credit Carryforward		321		76
Stock Compensation		289		178
R&D Capitalization		1,104		581
Intangibles		51		34
Total gross deferred tax assets/(liabilities)	$	6,216	$	4,392
Less valuation allowance		(6,216)		(4,392)
Net deferred tax assets/(liabilities)	$	—	$	—

The income tax benefit for the years ended December 31, 2023 and December 31, 2022 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.


(table in thousands)	2023		2022
Federal Statutory Rate	$	(1,824)	$	(1,970)
Permanent Differences		167		153
Research and Development		(195)		(76)
State Income Tax		79		388
Change in Valuation Allowance		1,824		347
Deferred True Up		(51)		1,158
Effective Tax	$	—	$	—

A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of $6,216,000 and $4,392,000 at December 31, 2023 and December 31, 2022 were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized.

At December 31, 2023 and 2022, the Company had gross U.S. Federal income tax net operating loss (“NOL”) carryforward of approximately $17,891,000 and $12,951,000, respectively that may be used to offset future taxable income. The NOL was generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act. The company also had gross $17,892,000 of state net operating losses that will begin to expire in 2038. At December 31, 2023, the Company had approximately $321,000 of federal Research and Development (R&D) tax credit carry-forwards. If not utilized, the federal R&D credits will begin to expire in 2042.

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.

The income tax benefit for the years ended December 31, 2023 and 2022 differed from the amounts computed by applying the US federal income tax rate of 21% primarily because of the increase in the valuation allowance and the tax impact of other permanent items, which resulted in an effective tax rate of zero for both years.

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 must now 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 $4,617,000.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

ACCRUED INTEREST AND FINANCING EXPENSE

12 Months Ended

Dec. 31, 2023

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 432 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, 2023 and December 31, 2022. There was no interest expense during the year ended December 31, 2023.

The holders also received warrants exercisable at any time after the issuance date for 2,449 ADSs at an initial exercise price of $597 per ADS. At the time of grant, the Company determined that these warrants met the criteria to be recorded as a liability instrument. Effective March 13, 2022, each holder agreed to exchange these warrants for warrants on the substantially same terms as the Investor Exchange Warrants (See Note 5) with the same number of shares issuable upon the exercise of the original warrant and the same exercise price with a contractual term of 5 years (the “Noteholder Warrants”).

The Noteholder Warrants have been determined to have equity classification. The change in the fair value of the warrants through the exchange date was included in other income (expense) in the accompanying statement of operations, and then reclassified from liability to additional paid in capital. On July 14, 2022, as a result of the Altium Agreement (see Note 5), the exercise price of the Noteholder Warrants was reduced to $0 and the 2020 Noteholders subsequently exercised all of their warrants. The change in the exercise price of the Noteholder Warrants resulted in a deemed dividend of approximately $65,000 recorded during the year ended December 31, 2022. From July to September 2022, the 2020 Noteholders exercised all their warrants to purchase ADSs at $0.00 per ADS exercise price, and the Company issued a total of 2,449 ADSs to such noteholders.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
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

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

12 Months Ended

Dec. 31, 2023

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

NOTE 13 – 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 preclinical 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 work order was entered into in December 2022 for a second QRX003 clinical study at an expected estimated cost of approximately $830,000. In the years ended December 31, 2023 and 2022, the Company incurred a research and development expense under these agreements of approximately $1.5 million and $1.2 million respectively. During the year ended December 31, 2023, the Company received a credit of approximately $278,000 applied to prior expenses incurred during the period of March 2023 to July 2023.

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, 2023 and 2022, the Company incurred research and development costs related to these agreements of approximately $361,000 and $353,000 respectively.

Consulting agreement:

Quoin Inc. entered into a consulting agreement with an Investor Relations (IR) firm, which provides for a monthly fee of $14,000. The agreement had an automatic annual renewal clause and has been in effect since November 2017. The Company owed the IR firm $584,000 as of December 31, 2021, which was included in accrued expenses in the accompanying balance sheet. In March 2022, the Company entered into a settlement agreement with the IR firm reducing the liability to $168,000 and recognized $416,000 as other income in the accompanying consolidated statement of operations. For the years ended December 31, 2023 and 2022, the Company incurred expenses of $0 and $112,000, respectively. As of December 31, 2023 and December 31, 2022 the Company has $-0- and $56,000 in accrued balances, respectively.

Performance milestones and Royalties

See Note 10 for asset and in-licensed technology commitments.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 18 - SUBSEQUENT EVENTS

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 has agreed to issue purchase notices for an aggregate of at least $4,000,000 of the Commitment Amount pursuant to the Alumni Purchase Agreement. If shareholder approval of the issuance of ADSs under the Purchase Agreement is not obtained by April 30, 2024, the Company may terminate the Alumni Purchase Agreement by written notice to Alumni and neither party shall have any obligation or liability to the other party. 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 as provided in the Alumni Purchase Agreement). 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 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 the 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 the 2024 Offering.

Public Offering

On March 7, 2024, (the “2024 Closing Date”) the Company completed an offering (the “2024 Offering”) of the following securities (i) 811,250 ordinary shares represented by ADSs, (ii) 4,062,500 Series D warrants (the “Series D Warrants”) to purchase 4,062,500 ordinary shares represented by ADSs, (iii) 4,062,500 Series E warrants (the “Series E Warrants” and together with the Series D Warrants, the “2024 Warrants”) to purchase 4,062,500 ordinary shares represented by ADSs, and (iv) 3,251,250 pre-funded warrants (the “2024 Pre-Funded Warrants”) to purchase 3,251,250 ordinary shares represented by ADSs for aggregate gross proceeds of approximately $6.5 million, resulting in net proceeds of approximately $5.6 million, after deducting the placement agent’s fees and offering expenses paid by us. Each ADS (or 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 2024 Warrants were sold at a combined public offering price of $1.60 and the 2024 Pre-Funded Warrants and accompanying 2024 Warrants were sold at a combined public offering price of $1.5999, which is equal to the combined purchase price per ADS and accompanying 2024 Warrants, minus the exercise price of each 2024 Pre-Funded Warrant of $0.0001.The Series D and Series E warrants have an exercise price of $1.60 per share, are exercisable immediately following the 2024 Closing Date and expire in two years and five years, respectively, from the closing of the 2024 Offering.

In connection with the 2024 Offering, the Company entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) dated March 4, 2024, with certain institutional investors signatory thereto, pursuant to which the Company agreed to issue and sell to such investors, certain of the ADSs, 2024 Pre-Funded Warrants and 2024 Warrants sold in the 2024 Offering. Pursuant to the terms of the 2024 Purchase Agreement, 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 the 2024 Offering, and (ii) to not enter into any equity financings for 90 days from closing of the 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 638,834 ADSs (the “Prior Warrants”) to, among other things, reduce the exercise price of such Prior Warrants to $1.60 and to extend the current expiration date of the Prior Warrants until March 7, 2029.

STOCK BASED COMPENSATION - Weighted average assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
STOCK BASED COMPENSATION
Expected volatility	110.60%	106.00%
Risk-free interest rate	4.80%	2.70%
Expected dividend yield	0.00%	0.00%
Expected life of options in years	6 years 4 months 24 days	6 years 10 months 24 days
Exercise Price	$ 6.62	$ 210.00
Fair value of ADS	4.31	184.56
Estimated fair value of option	$ 3.60	$ 155.04

SUBSEQUENT EVENTS (Details) - USD ($)	Mar. 07, 2024	Jan. 25, 2024	Feb. 24, 2023	Aug. 02, 2022	Jul. 14, 2022	Jun. 30, 2022
SUBSEQUENT EVENTS
Aggregate gross proceeds			$ 7,000,000.0
Net Proceeds from Issuance Offering			$ 5,800,000
February Pre Funded Warrant
SUBSEQUENT EVENTS
Shares warrants may purchase			170,833
February Offering
SUBSEQUENT EVENTS
Number of shares issued for warrants			412,500
ADS
SUBSEQUENT EVENTS
Shares warrants may purchase			280,000			28,508
Exercise price of warrants			$ 60.00	$ 0.00	$ 0.00
ADS \| February Pre Funded Warrant
SUBSEQUENT EVENTS
Shares warrants may purchase			170,833
Warrant price			$ 11.9988
ADS \| February Offering
SUBSEQUENT EVENTS
Number of shares issued for warrants			412,500
Shares Issued, Price Per Share			$ 12.00
Subsequent Event
SUBSEQUENT EVENTS
Aggregate gross proceeds	$ 6,500,000
Subsequent Event \| Alumni Purchase Agreement
SUBSEQUENT EVENTS
Commitment amount		$ 8,000,000
Minimum commitment amount		$ 4,000,000
Floor price		$ 1.00
Maximum commitment securities value		$ 240,000
Purchase agreement period		180 days
Subsequent Event \| Prior Warrants
SUBSEQUENT EVENTS
Shares warrants may purchase	638,834
Exercise price of warrants	$ 1.60
Subsequent Event \| Public Offering 2024
SUBSEQUENT EVENTS
Aggregate gross proceeds	$ 6,500,000
Net proceeds from offering	$ 5,600,000
Threshold period for not to enter into an agreement to effect a variable rate transaction, after the closing date of the Offering	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
Subsequent Event \| Public Offering 2024 \| 2024 Warrants
SUBSEQUENT EVENTS
Combined public offering price	$ 1.5999
Exercise price of warrants	$ 1.60
Warrant maturity term	5 years
Subsequent Event \| Public Offering 2024 \| Series D Warrants
SUBSEQUENT EVENTS
Warrants issued (in shares)	4,062,500
Number of ordinary shares for each ADS	1
Subsequent Event \| Public Offering 2024 \| Series E Warrants
SUBSEQUENT EVENTS
Warrants issued (in shares)	4,062,500
Number of ordinary shares for each ADS	1
Subsequent Event \| Public Offering 2024 \| 2024 Pre-Funded Warrants
SUBSEQUENT EVENTS
Warrants issued (in shares)	3,251,250
Number of ordinary shares for each ADS	1
Combined public offering price	$ 1.60
Exercise price of warrants	$ 0.0001
Warrant maturity term	2 years
Subsequent Event \| ADS \| Public Offering 2024
SUBSEQUENT EVENTS
Number of shares issued for warrants	811,250
Subsequent Event \| ADS \| Public Offering 2024 \| Series D Warrants
SUBSEQUENT EVENTS
Shares warrants may purchase	4,062,500
Subsequent Event \| ADS \| Public Offering 2024 \| Series E Warrants
SUBSEQUENT EVENTS
Shares warrants may purchase	4,062,500
Subsequent Event \| ADS \| Public Offering 2024 \| 2024 Pre-Funded Warrants
SUBSEQUENT EVENTS
Shares warrants may purchase	3,251,250

IN-LICENSED TECHNOLOGY

12 Months Ended

Dec. 31, 2023

IN-LICENSED TECHNOLOGY

IN-LICENSED TECHNOLOGY

NOTE 10 –IN-LICENSED TECHNOLOGY

Polytherapeutics:

On March 24, 2018, Quoin Inc. entered into a securities purchase agreement (the “Acquisition Agreement”), in which it agreed to acquire all of the equity interests in Polytherapeutics, Inc. (the “Seller” or “Polytherapeutics”) for $40,833 and future royalties provided Quoin Inc. commercializes products using the technology developed by the Seller. There were no royalty obligations due at December 31, 2023 and December 31, 2022. As of December 31, 2023 the Company determined that the Polytherapeutics asset was no longer of use and reduced the carrying value to zero, see Note 11.

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, 2023 and December 31, 2022.

SHAREHOLDERS' EQUITY - Share Capital (Details)							1 Months Ended		12 Months Ended
SHAREHOLDERS' EQUITY - Share Capital (Details)	Nov. 08, 2023 shares	Oct. 26, 2023 $ / shares shares	Jul. 18, 2023 shares	Feb. 24, 2023 USD ($) $ / shares shares	Aug. 09, 2022 USD ($) $ / shares shares	Aug. 01, 2022 shares	Nov. 30, 2023 shares	Aug. 31, 2022 shares	Dec. 31, 2023 USD ($) Y $ / shares shares	Oct. 25, 2023 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Nov. 03, 2022 shares	Nov. 02, 2022 shares	Aug. 02, 2022 $ / shares	Jul. 14, 2022 $ / shares	Jun. 30, 2022 shares	Apr. 12, 2022 shares	Apr. 11, 2022 shares
SHAREHOLDERS' EQUITY
Ordinary shares, shares authorized	100,000,000								100,000,000		8,333,334
Ordinary shares, shares outstanding									987,220		403,887
Ordinary shares, par value \| $ / shares		$ 0							$ 0	$ 0	$ 0
Number of years of income that limits distribution \| Y									2
Maximum period between date of financial statements and distribution date									6 months
Accrued expenses \| $									$ 1,308,706		$ 1,175,705
Settlement of accrued expenses (in shares)								3,682
Aggregate gross proceeds \| $				$ 7,000,000.0
Net Proceeds from Issuance Offering \| $				5,800,000
Ordinary share of treasury stock							45
Number of ordinary shares for ADS	60,000	500,000,000,000								6,000,000,000,000
Shares owned (as a percent)			0.083%			12.50%
Reverse stock split	1.67
Quoin Pharmaceuticals Inc
SHAREHOLDERS' EQUITY
Ordinary shares, shares authorized												50,000,000,000	500,000,000,000				12,500,000,000	50,000,000,000
Warrant Amendments
SHAREHOLDERS' EQUITY
Incremental fair value \| $				$ 238,000
Minimum [Member]
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share) \| $ / shares				$ 60.00											$ 0
Maximum [Member]
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share) \| $ / shares				13.20											597
Public offering
SHAREHOLDERS' EQUITY
Issuance of ADS and Pre-Funded Warrants, net (in shares)					184,167
Public offering \| Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Warrants, number of securities called by warrants (in shares)					93,833
ADS
SHAREHOLDERS' EQUITY
Ordinary shares, shares outstanding	60,000								987,220		403,887
Warrants, exercise price of warrants (in dollars per share) \| $ / shares				$ 60.00										$ 0.00	$ 0.00
Shares warrants may purchase				280,000												28,508
Number of ordinary shares for ADS	1	60,000				400					5,000
Reverse stock split		1
ADS \| Warrant Amendments
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share) \| $ / shares				$ 13.20
Shares warrants may purchase				236,670
ADS \| Minimum [Member]
SHAREHOLDERS' EQUITY
Number of ordinary shares for ADS			5,000
ADS \| Maximum [Member]
SHAREHOLDERS' EQUITY
Number of ordinary shares for ADS											60,000
ADS \| Public offering
SHAREHOLDERS' EQUITY
Purchase price \| $ / shares					$ 60.00
ADS \| Public offering \| Quoin Pharmaceuticals Inc
SHAREHOLDERS' EQUITY
Issuance of ADS and Pre-Funded Warrants, net (in shares)					184,167
ADS \| Public offering \| Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Purchase price \| $ / shares					$ 59.998
Warrants, number of securities called by warrants (in shares)					93,833
Gross proceeds from offering \| $					$ 16,800,000
Net proceeds from offering \| $					$ 14,900,000
Warrants, exercise price of warrants (in dollars per share) \| $ / shares					$ 60.00
ADS \| Public offering \| Common Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share) \| $ / shares				$ 12.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived assets & Income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Intangible assets, useful life	10 years
Impairment loss measurement	$ 1	$ 0
Unrecognized Tax Benefits	$ 0	$ 0

RELATED PARTY TRANSACTIONS - Amounts due to officers (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Total	$ 3,523,733	$ 4,123,732
Other Liability, Related Party, Type [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	$ 2,923,733	$ 3,523,733
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Salaries and other compensation
RELATED PARTY TRANSACTIONS
Total	$ 3,523,733	$ 4,108,500
Other Liability, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Invoices paid on behalf of the Company
RELATED PARTY TRANSACTIONS
Total		$ 15,232
Other Liability, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember

LICENSE AGREEMENTS

12 Months Ended

Dec. 31, 2023

LICENSE AGREEMENTS

LICENSE AGREEMENTS

NOTE 17 – LICENSE AGREEMENTS

As of December 31, 2023 and December 31, 2022, the Company had nine and eight 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, 2023 from any of these agreements.

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Ordinary shares, par value	$ 0	$ 0
Ordinary shares, shares authorized	100,000,000	8,333,334
Ordinary shares, shares issued	987,220	403,887
Ordinary shares, shares outstanding	987,220	403,887
Treasury Stock, ordinary shares issued	0	45
ADS
Ordinary shares, shares issued	987,220	403,887
Ordinary shares, shares outstanding	987,220	403,887

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 13, 2024	Mar. 12, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
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 State Or Province	VA
Entity Address, City or Town	Ashburn
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				$ 5.8
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001671502
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Document Annual Report	true
Auditor Name	Marcum LLP
Auditor Location	East Hanover, New Jersey
Auditor Firm ID	688
Ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,685,970
ADS
Document and Entity Information
Entity Common Stock, Shares Outstanding			3,685,970

ACCRUED INTEREST AND FINANCING EXPENSE - 2020 Notes (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Jul. 14, 2022	Oct. 02, 2020
ACCRUED INTEREST AND FINANCING EXPENSE
Deemed Dividend On Warrant Modification		$ 65,266
Convertible Notes Warrants, Common Stock
ACCRUED INTEREST AND FINANCING EXPENSE
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						2,449
Deemed Dividend On Warrant Modification		$ 65,000
Warrants, exercise price of warrants (in dollars per share)					$ 0	$ 597
Warrants, term				5 years
Convertible notes 2020 \| Convertible Notes Warrants, Common Stock
ACCRUED INTEREST AND FINANCING EXPENSE
Shares issued upon conversion	2,449		432
Warrants, exercise price of warrants (in dollars per share)	$ 0.00

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 7 – STOCK BASED COMPENSATION

In March 2022, the Board of Directors of the Company approved the Amended and Restated Equity Incentive Plan (the “Amended Plan”) which 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 106,532 ordinary shares, represented by 106,532 ADSs as of December 31, 2022, and 319,397 ordinary shares represented by 319,397 ADSs as of December 31, 2023. Under the Amended Plan, the Company may grant options to its directors, officers, employees, consultants, advisers and service providers. The Amended Plan was approved by the shareholders at the Company’s Annual General Meeting of Shareholders held on April 12, 2022. As of the year ended December 31, 2023, 41,386 shares remained available for issuance.

The following table summarizes stock-based activities under the Amended Plan:


		Weighted		Weighted
		Average		Average
	ADS Underlying	Exercise		Contractual
	Options	Price		Terms
Outstanding at December 31, 2021	479	$	7,640.88	0.33
Granted	25,595		210.00	—
Forfeited/Cancelled	(479)		7,640.00	—
Outstanding at December 31, 2022	25,595	$	210.00	9.28
Granted	252,416		6.62	—
Forfeited/Cancelled	—		—	—
Outstanding at December 31, 2023	278,011	$	25.34	9.68

Exercisable options at December 31, 2023	7,382	$	210.00	8.38

The intrinsic value of outstanding options at December 31, 2023 was $0.

Stock options granted during the year ended December 31, 2023 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions:


	December 31,			December 31,
	2023			2022
Expected volatility		110.6	%		106.0	%
Risk-free interest rate		4.8	%		2.7	%
Expected dividend yield		0.0	%		0.0	%
Expected life of options in years		6.4			6.9
Exercise Price	$	6.62		$	210.00
Fair value of common stock	$	4.31		$	184.56
Estimate fair value of option	$	3.60		$	155.04

Stock based compensation expense was approximately $1.09 million ($152,000 included in research and development expense and $942,000 included in general and administrative expenses) in the year ended December 31, 2023. Stock based compensation expense was approximately $764,000 ($100,000 included in research and development expense and $664,000 included in general and administrative expenses) in the year ended December 31, 2022.

At December 31, 2023, the total unrecognized compensation expense related to non-vested options was approximately $3.0 million and is expected to be recognized over the remaining weighted average service period of approximately 3.7 years.

INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS
Amortization of intangibles	$ 103,706	$ 104,043
Expected amortization expense
Impairment expense	$ 18,000
Impairment, intangible asset, finite-lived, statement of income or comprehensive income [extensible enumeration]	Research and development
2024	$ 100,000
2025	100,000
2026	100,000
2027	100,000
Thereafter	$ 183,000

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets


	December 31,		December 31,
	2023		2022
Prepaid R&D costs	$	447,979	$	383,390
Prepaid insurance		401,972		508,084
Prepaid expense		8,500		8,500
Deferred offering costs (note 18)		32,583		—
Total	$	891,034	$	899,974
Less: Short-term portion		(591,034)		(516,584)
Long-term portion	$	300,000	$	383,390

ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2023

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. 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.”

The Company is a clinical stage specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products that treat rare and orphan diseases for which there are currently no approved treatments or cures. The Company’s initial focus is on the development of products, using proprietary owned and in-licensed drug delivery technologies, that could help address rare skin diseases. The Company’s first lead product, QRX003, is a topical lotion comprised of a broad-spectrum serine protease inhibitor, formulated with the proprietary in-licensed Invisicare® technology, is under development as a potential treatment for Netherton Syndrome (“NS”), a rare hereditary genetic disease. QRX003 is currently being tested in two clinical studies in the United States (“U.S.”) under an open Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”). Dosing of patients commenced in December 2022 for the first study and in March 2023 for the second study. The Company is also developing QRX004 as a potential treatment for Recessive Dystrophic Epidermolysis Bullosa (“RDEB”). In addition, the Company has entered into Research Agreements with the Queensland University of Technology (“QUT”), which include an option for global licenses to QRX007 for the potential treatment of NS and QRX008 for the potential treatment of scleroderma. To date, no products have been commercialized and no revenue has been generated.

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 6 - 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, 2023 and 2022:


December 31, 2023	Level 1		Level 2		Level 3		Total
US Treasury Bills	$	8,293,663	$	—	$	—	$	8,293,663
Total US Treasury Bills Asset	$	8,293,663	$	—	$	—	$	8,293,663


December 31, 2022	Level 1		Level 2		Level 3		Total
US Treasury Bills	$	9,992,900	$	—	$	—	$	9,992,900
Total US Treasury Bills Asset	$	9,992,900	$	—	$	—	$	9,992,900

The following shows the movement of the warrant liability balance during the year ended December 31,2022, there was no movement in the year ended December 31, 2023.


	2020 Note
	Warrants
Beginning Balance January 1, 2022	$	373,599
Change in Fair value of warrants		(77,237)
Reclassification of warrant liability to an equity instrument		(296,362)
Ending Balance December 31, 2022	$	—

Warrants issued to the 2020 Noteholders were classified as a liability on issuance. The original warrants were exchanged for the Noteholder Warrants effective as of March 13, 2022, which were determined to be an equity-classified instrument, and accordingly the warrant liability on such date of $296,362 was reclassified to additional paid in capital on that date.

- 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 + Details

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

STOCK BASED COMPENSATION

Summary of stock-based activities


		Weighted		Weighted
		Average		Average
	ADS Underlying	Exercise		Contractual
	Options	Price		Terms
Outstanding at December 31, 2021	479	$	7,640.88	0.33
Granted	25,595		210.00	—
Forfeited/Cancelled	(479)		7,640.00	—
Outstanding at December 31, 2022	25,595	$	210.00	9.28
Granted	252,416		6.62	—
Forfeited/Cancelled	—		—	—
Outstanding at December 31, 2023	278,011	$	25.34	9.68

Exercisable options at December 31, 2023	7,382	$	210.00	8.38

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


	December 31,			December 31,
	2023			2022
Expected volatility		110.6	%		106.0	%
Risk-free interest rate		4.8	%		2.7	%
Expected dividend yield		0.0	%		0.0	%
Expected life of options in years		6.4			6.9
Exercise Price	$	6.62		$	210.00
Fair value of common stock	$	4.31		$	184.56
Estimate fair value of option	$	3.60		$	155.04

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,686,573)	$ (9,381,496)

- 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

STOCK BASED COMPENSATION - Stock based compensation expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
STOCK BASED COMPENSATION
Intrinsic value of outstanding options	$ 0
Stock-based compensation expense	1,090,000.00	$ 764,000
Unrecognized stock compensation expense	$ 3.0
Unrecognized stock compensation expense expected to be recognized over the remaining weighted average service period	3 years 8 months 12 days
Research and Development Expense
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 152,000	100,000
General and Administrative Expense
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 942,000	$ 664,000

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES

Schedule of Accrued Expenses


	December 31,		December 31,
	2023		2022
Research contract expenses (note 13)	$	358,287	$	105,071
Payroll (note 12)		804,156		788,169
Payroll taxes (note 12)		93,989		159,593
Professional fees		50,534		44,278
Other expenses		1,740		78,594
Total	$	1,308,706	$	1,175,705

SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 14 – SHAREHOLDERS’ EQUITY

Historical authorized shares amounts in this Note 14 were not retroactively adjusted to reflect the number of ordinary shares and ADSs resulting from the ordinary share reverse split and ADS ratio changes discussed herein.

On April 12, 2022, the Company held a Special General Meeting, at which the Company’s shareholders approved, among other items, to increase the Company’s registered share capital from 12,500,000,000 ordinary shares (without any nominal value) to 50,000,000,000 ordinary shares (without any nominal value). Effective August 1, 2022, the ratio of ADSs evidencing ordinary shares changed from 1 ADS representing four hundred (400) ordinary shares to 1 ADS representing five thousand (5,000) ordinary shares, which resulted in a one for 12.5 reverse split of the issued and outstanding ADSs. Subsequent thereto, on November 3, 2022, the Company held its Annual General Meeting, at which the Company’s shareholders approved, among other items, an increase in the registered share capital of the Company from 50,000,000,000 ordinary shares without any nominal value each to 500,000,000,000 ordinary shares (without any nominal value).

On or about July 18, 2023, the Company changed the ratio of ADSs evidencing ordinary shares from one ADS representing five thousand (5,000) ordinary shares to one ADS representing sixty thousand (60,000) ordinary shares (the “Ratio Change”). The Ratio Change resulted in a one for twelve split of issued and outstanding ADSs, however it had no effect on the Ordinary Shares.

On October 26, 2023, the Company held its Annual General Meeting (“2023 Meeting”), at which the Company’s shareholders approved, among other items, an increase in the Company’s registered share capital from 500,000,000,000 ordinary shares, no par value, to 6,000,000,000,000 ordinary shares, no par value. Moreover, at the 2023 Meeting, the Company’s shareholders approved a reverse share split (“Reverse Split”) of the Company’s ordinary shares on a date to be determined by the Board, at a ratio of 1-for-60,000. On November 5, 2023, the Board approved November 8, 2023 as the effective date of the Reverse Split. Effective as of November 8, 2023, the number of authorized ordinary shares through the Reverse Split was reduced to 100,000,000 ordinary shares, combining every 60,000 outstanding ordinary shares into one ordinary share, with each ADS representing one ordinary share.

Each holder of a Company’s ordinary share has one vote for each ordinary 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 at 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.

In November 2023 the company retired 45 ordinary shares of treasury stock.

Under Israeli law, the Company may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable concern that the distribution will prevent the Company from being able to meet the terms of our 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 our 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 our 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.

On August 9, 2022, the Company completed the 2022 Offering of 184,167 ordinary shares represented by 184,167 ADSs at a purchase price of $60.00 per ADS and pre-funded warrants (the “2022 Pre-Funded Warrants”) to purchase 93,833 ordinary shares represented by 93,833 ADSs at a per pre-funded warrant price of $59.998, with each ADS and 2022 Pre-Funded Warrant accompanied by an ordinary warrant (the “2022 Common Warrant”), for aggregate gross proceeds of $16.8 million, resulting in net proceeds of approximately $14.9 million. Each 2022 Common Warrant had an exercise price of $60.00 per ADS and was to expire on the fifth anniversary of the Closing Date. On the Closing Date, the holder of 2022 Pre-Funded Warrants sold in the 2022 Offering exercised its Pre-Funded Warrants in full. The 2022 Common Warrant exercise price and expiration date were subsequently amended for investors who participated in both the 2022 Offering and 2023 Offering (Note 5).

Quoin Inc. entered into three consulting agreements with Axella Research LLC (“Axella”) to provide regulatory and pre- clinical/clinical services to the Company with respect to QRX003 and QRX004. The combined fees of the three agreements are approximately $270,000, payable as milestones were met. The Company incurred accrued expenses of approximately $194,000 in relation to Axella consulting agreements as of December 31, 2021. In August 2022 the Company issued 3,682 ADSs to one of Axella’s principals to settle the outstanding liability in full. The Company has no ongoing relationship with Axella Research and no further services will be provided.

On February 24, 2023 (the “2023 Closing Date”), the Company completed an offering (the “2023 Offering”) of 412,500 ordinary shares represented by 412,500 ADSs at a purchase price of $12.00 per ADS and a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 170,833 ordinary shares represented by 170,833 ADSs at a per pre-funded warrant price of $11.9988, with each ADS and Pre-Funded Warrant accompanied by an ordinary warrant (the “Common Warrant”) for aggregate gross proceeds of $7.0 million, resulting in net proceeds of approximately $5.8 million, after deducting the placement agent’s fees and offering expenses. Each Common Warrant has an exercise price of $12.00 per ADS and expires on the fifth anniversary of the 2023 Closing Date. On the 2023 Closing Date, the

holder of the Pre-Funded Warrant exercised its Pre-Funded Warrants in full.

In connection with the 2023 Offering, the Company entered into an Amendment No. 1 to Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, dated February 24, 2023 (collectively, the “Warrant Amendments”), with each of the purchasers (the “2022 Purchasers”) who participated in both 2022 Offering and 2023 Offering. The Warrant Amendments amended certain terms of the Warrants issued in the 2022 Offering to such 2022 Purchasers. Specifically, the Warrant Amendments reduced the exercise price of Warrants to purchase 236,670 ADSs out of the total 280,000 issued in the 2022 Offering from $60.00 to $13.20 and extended the term during which those warrants could remain exercisable until February 24, 2028. The incremental fair value of the modified warrants was approximately $238,000, which was accounted for as an offering expense in connection with the 2023 Offering.

Warrants

The following table summarizes warrant activities during the year ended December 31, 2022 and the year ended December 31, 2023:


		Weighted
	ADSs	Average
	Underlying	Exercise Price
	Warrants	Per ADS
Outstanding at December 31, 2021	11,440	$	664.68	*
Granted Common Warrants	448,779		134.52	**
Terminated	(19,362)		597.00	*
Exercised - Cashless and Pre Funded Warrants	(160,122)		—
Outstanding at December 31, 2022	280,735	$	64.20	**
Granted Common Warrants	583,346		12.00
Granted Pre-Funded Warrants	170,833		—
Exercised Pre-Funded Warrants	(170,833)		—
Outstanding and exercisable at December 31, 2023	864,081	$	16.13

As of December 31, 2023, outstanding warrants expire in 2024 and 2027, and have an intrinsic value of $0.

*	Note that the exercise price of certain warrants was reduced from $597 to $0 on July 14, 2022 and to refer to Note 5

**	Note that the exercise price of certain warrants were reduced from $60.00 to $13.20 per ADS for Common Warrants issued in the 2022 Offering to investors who participated in both the Company’s 2022 Offering and 2023 Offering, see above.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid R&D costs	$ 447,979	$ 383,390
Prepaid insurance	401,972	508,084
Prepaid expense	8,500	8,500
Deferred offering costs	32,583
Total	891,034	899,974
Less: Short-term portion	(591,034)	(516,584)
Long-term portion	$ 300,000	$ 383,390

IN-LICENSED TECHNOLOGY - Polytherapeutics (Details)	Mar. 24, 2018 USD ($)
Polytherapeutics
IN-LICENSED TECHNOLOGY
Purchase price agreement	$ 40,833

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

Schedule of intangible assets


	December 31,		December 31,
	2023		2022
Acquired technology – Polytherapeutics	$	—	$	40,433
Technology license – Skinvisible		1,000,000		1,000,000
Total cost		1,000,000		1,040,433
Accumulated amortization		(416,666)		(335,872)
Net book value	$	583,334	$	704,561

FINANCING - Investor Warrants (Details) - USD ($)				1 Months Ended	12 Months Ended
FINANCING - Investor Warrants (Details) - USD ($)	Jul. 14, 2022	Mar. 13, 2022	Oct. 28, 2021	Oct. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Feb. 24, 2023	Aug. 02, 2022	Jul. 13, 2022	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Net proceeds					$ 5,849,266	$ 14,877,332
Number of warrants outstanding	33,333
Change in fair value of warrant liability	$ 491,000					(77,237)
Deemed dividend on warrant modification						$ 65,266
Altium Agreement
Class of Warrant or Right [Line Items]
Warrants, exercise price of warrants (in dollars per share)									$ 597
ADS
Class of Warrant or Right [Line Items]
Warrants, number of securities called by warrants (in shares)							280,000			28,508
Warrants, exercise price of warrants (in dollars per share)	$ 0.00						$ 60.00	$ 0.00
ADS \| Altium
Class of Warrant or Right [Line Items]
Number of warrants outstanding								33,333
ADS \| Altium Agreement \| Altium
Class of Warrant or Right [Line Items]
Warrants, exercise price of warrants (in dollars per share)	$ 0.00								$ 597
Private Placement
Class of Warrant or Right [Line Items]
Aggregate purchase price			$ 17,000,000.0
Net proceeds			10,100,000
Private Placement \| Bridge Notes
Class of Warrant or Right [Line Items]
Aggregate purchase price			$ 5,000,000.0
Series A Warrants, American Depositary Shares
Class of Warrant or Right [Line Items]
Warrants, number of securities called by warrants (in shares)		28,508
Warrants, exercise price of warrants (in dollars per share)		$ 597
Investor warrants maturity term		5 years
Series B Warrants, American Depositary Shares
Class of Warrant or Right [Line Items]
Warrants, number of securities called by warrants (in shares)		28,508
Series C Warrants, American Depositary Shares
Class of Warrant or Right [Line Items]
Warrants, number of securities called by warrants (in shares)		15,931
Series B Warrants and Series C Warrants, American Depositary Shares
Class of Warrant or Right [Line Items]
Investor warrants maturity term		2 years
Investor Exchange Warrants American Depositary Shares
Class of Warrant or Right [Line Items]
Warrants, number of securities called by warrants (in shares)				8,256
Warrants, exercise price of warrants (in dollars per share)				$ 597
Investor warrants maturity term				5 years

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Schedule of amounts due to officers


	December 31,		December 31,
	2023		2022
Salaries and other compensation	$	3,523,733	$	4,108,500
Invoices paid on behalf of the Company		—		15,232
Total	$	3,523,733	$	4,123,732
Less: Short-term portion		(600,000)		(600,000)
Long-term portion	$	2,923,733	$	3,523,733

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ACCRUED EXPENSES
Research contract expenses	$ 358,287	$ 105,071
Payroll	804,156	788,169
Payroll taxes	93,989	159,593
Professional fees	50,534	44,278
Other expenses	1,740	78,594
Total	$ 1,308,706	$ 1,175,705

FINANCING - Bridge Financing (Details) - USD ($) $ in Millions	1 Months Ended
	Oct. 31, 2021	Oct. 28, 2021	Mar. 24, 2021
Debt Instrument [Line Items]
Debt instrument, face amount		$ 12.0
Bridge Notes
Debt Instrument [Line Items]
Debt instrument, face amount			$ 5.0
Convertible Debt
Debt Instrument [Line Items]
Debt conversion, converted instrument, shares issued	8,385

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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-Name Accounting Standards Codification
-Section 50
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+ Details