0001410578-24-001216 | 10-Q | XBRL Viewer | Quoin Pharmaceuticals LTD

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2024 and for the three and six months then ended. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures as of December 31, 2023 and for the year then ended which are included in the Company’s Annual Report on Form 10- K, filed with the SEC on March 14, 2024. The Company operates in one segment.

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. Except as specifically provided, ADSs and related option and warrant information presented in these unaudited condensed consolidated 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 unaudited condensed consolidated 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 its warrants outstanding 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 unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

Investments:

Investments as of June 30, 2024 and December 31, 2023 consist of U.S. Treasury Bills and Notes, which are classified as trading securities, totaling $9.7 million and $8.3 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 and Notes held on June 30, 2024 have maturities within one year from the balance sheet date. As of June 30, 2024, the carrying value of the Company’s U.S. Treasury Bills and Notes approximates their fair value due to their short-term maturities.

Long-lived assets:

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

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

●

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

●

Significant underperformance relative to expected historical or projected development milestones,

●

Significant negative regulatory or economic trends, and

●

Significant technological changes which could render the platform technology obsolete.

The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three and six months ended June 30, 2024 and 2023, 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.

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 common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net earnings (loss) per share gives effect to ordinary shares equivalents; however, other than unexercised prefunded warrants as described below, potential common shares are excluded if their effect is anti-dilutive.

For the three and six months ended June 30, 2024, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 8,988,346 ADS and outstanding stock options to purchase 278,011 ADS, and for the three and six months ended June 30, 2023, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 864,068 ADS and outstanding stock options to purchase 25,595 ADS, respectively, as their inclusion in the denominator would be anti-dilutive. For the three and six months ended June 30, 2024 basic and diluted net earnings (loss) per share included 1,069,750 ADS issuable with respect to unexercised prefunded warrants (See Note 13).

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS	6 Months Ended
Jun. 30, 2024
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS	NOTE 12 – RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS Research agreements 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. For the three and six months ended June 30, 2024 and 2023, the Company incurred a research and development expense under these agreements of approximately $162,000 and $650,000 and 360,000 and $959,000 respectively. 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 three and six months ended June 30, 2024 the Company did not incur any costs related to these agreements. For the three and six months ended June 30, 2023, the Company incurred research and development costs related to these agreements of approximately $138,000 and $276,000 respectively. On June 10, 2024, the Company signed a research agreement with The School of Pharmacy at UCC. The scope of the agreement encompasses the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are currently no approved therapies or cures. Under the terms of the agreement, based on the achievement of certain milestones, the Company will fund up to approximately €567,000 ($608,000) plus VAT over an anticipated 2-1/2 year period to support UCC research program to investigate the development of a number of topical rapamycin formulations for future development as potential treatments for several rare and orphan diseases. Following completion of the research program, the Company will have the option to advance the clinical development of rapamycin formulations developed by UCC. The Company incurred no costs related to this agreement in the three and six months ended June 30, 2024. Performance milestones and Royalties See Note 9 for asset and in-licensed technology commitments.

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

6 Months Ended

Jun. 30, 2024

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

NOTE 12 – RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS

Research agreements

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. For the three and six months ended June 30, 2024 and 2023, the Company incurred a research and development expense under these agreements of approximately $162,000 and $650,000 and 360,000 and $959,000 respectively.

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 three and six months ended June 30, 2024 the Company did not incur any costs related to these agreements. For the three and six months ended June 30, 2023, the Company incurred research and development costs related to these agreements of approximately $138,000 and $276,000 respectively.

On June 10, 2024, the Company signed a research agreement with The School of Pharmacy at UCC. The scope of the agreement encompasses the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are currently no approved therapies or cures. Under the terms of the agreement, based on the achievement of certain milestones, the Company will fund up to approximately €567,000 ($608,000) plus VAT over an anticipated 2-1/2 year period to support UCC research program to investigate the development of a number of topical rapamycin formulations for future development as potential treatments for several rare and orphan diseases. Following completion of the research program, the Company will have the option to advance the clinical development of rapamycin formulations developed by UCC. The Company incurred no costs related to this agreement in the three and six months ended June 30, 2024.

Performance milestones and Royalties

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

PREPAID EXPENSES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
PREPAID EXPENSES
Prepaid R&D costs	$ 649,241	$ 447,979
Prepaid insurance	159,746	401,972
Prepaid expense	33,605	8,500
Deferred offering costs	108,104	32,583
Total	950,696	891,034
Less: Short-term portion	(650,696)	(591,034)
Long-term portion	$ 300,000	$ 300,000

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,845,126	$ 2,401,198
Investments	9,725,463	8,293,663
Prepaid expenses and other current assets	650,696	591,034
Total current assets	13,221,285	11,285,895
Prepaid expenses - long term	300,000	300,000
Intangible assets, net	533,334	583,334
Total assets	14,054,619	12,169,229
Current liabilities:
Accounts payable	819,674	526,523
Accrued expenses	1,386,625	1,308,706
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	$ 3,952,550	$ 3,581,480
Due to officers - long term	$ 2,623,733	$ 2,923,733
Other liability, noncurrent, related party, type extensible enumeration	srt:OfficerMember	srt:OfficerMember
Total liabilities	$ 6,576,283	$ 6,505,213
Commitments and contingencies
Shareholders' equity:
Ordinary shares, no par value per share, 100,000,000 ordinary shares authorized at June 30, 2024 and December 31, 2023, respectively - 3,979,970 (3,979,970 ADS's) ordinary shares issued and outstanding at June 30, 2024 and 987,220 (987,220 ADS's) at December 31, 2023	0	0
Additional paid in capital	57,982,969	51,867,336
Accumulated deficit	(50,504,633)	(46,203,320)
Total shareholders' equity	7,478,336	5,664,016
Total liabilities and shareholders' equity	$ 14,054,619	$ 12,169,229

CONTINGENCIES

6 Months Ended

Jun. 30, 2024

CONTINGENCIES

CONTINGENCIES

NOTE 14 – 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 unaudited condensed consolidated financial statements.

- Definition

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

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+ Details

ACCRUED INTEREST AND FINANCING EXPENSE

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 and December 31, 2023.

There was no interest expense recognized in both the three and six month periods ended June 30, 2024 and 2023.

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,974,033)	$ (2,327,280)	$ (2,106,947)	$ (2,603,069)	$ (4,301,313)	$ (4,710,016)

- Definition

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

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+ Details

ORGANIZATION AND BUSINESS

6 Months Ended

Jun. 30, 2024

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 , and with University College Cork (“UCC”) for the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are currently no approved therapies or cures. To date, no products have been commercialized and no revenue has been generated.

STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 6 – STOCK BASED COMPENSATION

In March 2022, the Board of Directors of the Company approved the Amended and Restated Equity Incentive Plan (the “Amended Plan”), which was approved by the shareholders at the Company’s Annual General Meeting of Shareholders held on April 12, 2022, 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 2,147,412 ordinary shares represented by 2,147,412 ADSs as of June 30, 2024. Under the Amended Plan, the Company may grant options to its directors, officers, employees, consultants, advisers and service providers. As of June 30, 2024, 1,869,401 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, 2023	278,011	$	25.34	9.68
Granted	—		—
Forfeited/Cancelled	—		—
Outstanding at June 30, 2024	278,011	$	25.34	9.18

Exercisable options at June 30, 2024	14,228	$	210.00	7.83

The intrinsic value of outstanding options at June 30, 2024 was $0.

Stock based compensation expense was approximately $313,000 ($68,000 included in research and development expense and $245,000 included in general and administrative expenses) in the three months ended June 30, 2024 and approximately $619,000 ($118,000 included in research and development expense and $501,000 included in general and administrative expenses) in the six months ended June 30, 2024

Stock based compensation expense was approximately 264,000 ($34,000 included in research and development expense and $230,000 included in general and administrative expenses) in the three months ended June 30, 2023 and approximately $526,000 ($69,000 included in research and development expense and $457,000 included in general and administrative expenses) in the six months ended June 30, 2023

At June 30, 2024, the total unrecognized compensation expense related to non-vested options was approximately $2.4 million and is expected to be recognized over the remaining weighted average service period of approximately 3.25 years.

SHAREHOLDERS' EQUITY (Details) - USD ($)		3 Months Ended
SHAREHOLDERS' EQUITY (Details) - USD ($)	Mar. 07, 2024	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jan. 25, 2024	Dec. 31, 2023	Nov. 08, 2023
SHAREHOLDERS' EQUITY
Ordinary shares, shares authorized				100,000,000		100,000,000
Number of ordinary shares for ADS							60,000
Accrued expenses				$ 1,386,625		$ 1,308,706
Warrant Amendments
SHAREHOLDERS' EQUITY
Incremental fair value	$ 209,000
Prior Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share)	$ 1.60
Shares warrants may purchase	638,834
Minimum \| Prior Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share)				$ 12.00
Maximum \| Prior Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share)				$ 13.20
Public Offering 2022 \| Prior Warrants
SHAREHOLDERS' EQUITY
Warrants issued (in shares)	207,499
Public Offering 2023 \| Prior Warrants
SHAREHOLDERS' EQUITY
Warrants issued (in shares)	431,335
Public Offering 2024
SHAREHOLDERS' EQUITY
Net proceeds from offering	$ 5,500,000
Aggregate gross proceeds	$ 6,500,000
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
Public Offering 2024 \| Series D Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase	4,062,500
Warrants issued (in shares)	4,062,500
Number of ordinary shares for each ADS	1
Public Offering 2024 \| Series E Warrants
SHAREHOLDERS' EQUITY
Shares warrants may purchase	4,062,500
Warrants issued (in shares)	4,062,500
Number of ordinary shares for each ADS	1
Public Offering 2024 \| 2024 Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share)	$ 0.0001
Shares warrants may purchase	3,251,250
Warrants issued (in shares)	3,251,250
Number of ordinary shares for each ADS	1
Combined public offering price	$ 1.60
Warrant maturity term	2 years
Public Offering 2024 \| 2024 Warrants
SHAREHOLDERS' EQUITY
Warrants, exercise price of warrants (in dollars per share)	$ 1.60
Combined public offering price	$ 1.5999
Warrant maturity term	5 years
Alumni Purchase Agreement
SHAREHOLDERS' EQUITY
Commitment amount					$ 8,000,000
Minimum commitment amount					$ 4,000,000
Floor price					$ 1.00
Maximum commitment securities value					$ 240,000
ADSs
SHAREHOLDERS' EQUITY
Number of ordinary shares for ADS							1
Issuance of ADS's, pre-funded warrants and warrants, net (in shares)		2,808,750	583,333
ADSs \| Pre-Funded Warrants
SHAREHOLDERS' EQUITY
Number of warrants or rights exercised				2,181,500
ADSs \| Public Offering 2024
SHAREHOLDERS' EQUITY
Issuance of ADS's, pre-funded warrants and warrants, net (in shares)	811,250

ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2024

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 8 - ACCRUED EXPENSES

Accrued expenses are as follows:


	June 30,		December 31,
	2024		2023
Research contract expenses (note 12)	$	550,391	$	358,287
Payroll (note 11)		611,843		804,156
Payroll taxes (note 11)		90,781		93,989
Professional fees		97,622		50,534
Other expenses		35,988		1,740
Total	$	1,386,625	$	1,308,706

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 07, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
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(g) Security	American Depositary Shares
Trading Symbol	QNRX
Security Exchange Name	NASDAQ
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
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001671502
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,979,970
ADSs
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,979,970

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness			$ 300,000	$ 175,000
Other Liability, Related Party, Type [Extensible Enumeration]	srt:OfficerMember		srt:OfficerMember		srt:OfficerMember
Dr. Myers
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 75,000	$ 75,000	$ 150,000	150,000
Other Liability, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Outstanding indebtedness	$ 1,800,000		$ 1,800,000
Monthly payment amount			25,000
Ms. Carter
RELATED PARTY TRANSACTIONS
Non-bearing interest indebtedness	$ 75,000	$ 0	$ 150,000	$ 25,000
Other Liability, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Outstanding indebtedness	$ 1,400,000		$ 1,400,000
Monthly payment amount			$ 25,000

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Ordinary shares	Treasury Stock	Additional Paid In Capital	Accumulated Deficit	ADSs	Total
Balance at beginning of year at Dec. 31, 2022		$ (2,932,000)	$ 47,855,521	$ (37,516,747)		$ 7,406,774
Balance at beginning of year (in shares) at Dec. 31, 2022	403,887				403,887
Net loss				(2,603,069)		(2,603,069)
Issuance of ADS's, pre-funded warrants and warrants, net			5,849,266			5,849,266
Issuance of ADS's, pre-funded warrants and warrants, net (in shares)	583,333				583,333
Stock based compensation			261,472			261,472
Balance at end of year at Mar. 31, 2023		(2,932,000)	53,966,259	(40,119,816)		10,914,443
Balance at ending of year (in shares) at Mar. 31, 2023	987,220				987,220
Balance at beginning of year at Dec. 31, 2022		(2,932,000)	47,855,521	(37,516,747)		7,406,774
Balance at beginning of year (in shares) at Dec. 31, 2022	403,887				403,887
Net loss						(4,710,016)
Balance at end of year at Jun. 30, 2023		(2,932,000)	54,230,635	(42,226,763)		9,071,872
Balance at ending of year (in shares) at Jun. 30, 2023	987,220				987,220
Balance at beginning of year at Mar. 31, 2023		(2,932,000)	53,966,259	(40,119,816)		10,914,443
Balance at beginning of year (in shares) at Mar. 31, 2023	987,220				987,220
Net loss				(2,106,947)		(2,106,947)
Stock based compensation			264,376			264,376
Balance at end of year at Jun. 30, 2023		$ (2,932,000)	54,230,635	(42,226,763)		9,071,872
Balance at ending of year (in shares) at Jun. 30, 2023	987,220				987,220
Balance at beginning of year at Dec. 31, 2023			51,867,336	(46,203,320)		$ 5,664,016
Balance at beginning of year (in shares) at Dec. 31, 2023	987,220				987,220	987,220
Net loss				(2,327,280)		$ (2,327,280)
Issuance of ADS's, pre-funded warrants and warrants, net			5,482,472			5,482,472
Issuance of ADS's, pre-funded warrants and warrants, net (in shares)	2,808,750				2,808,750
Stock based compensation			306,314			306,314
Balance at end of year at Mar. 31, 2024			57,656,122	(48,530,600)		9,125,522
Balance at ending of year (in shares) at Mar. 31, 2024	3,795,970				3,795,970
Balance at beginning of year at Dec. 31, 2023			51,867,336	(46,203,320)		$ 5,664,016
Balance at beginning of year (in shares) at Dec. 31, 2023	987,220				987,220	987,220
Net loss						$ (4,301,313)
Balance at end of year at Jun. 30, 2024			57,982,969	(50,504,633)		$ 7,478,336
Balance at ending of year (in shares) at Jun. 30, 2024	3,979,970				3,979,970	3,979,970
Balance at beginning of year at Mar. 31, 2024			57,656,122	(48,530,600)		$ 9,125,522
Balance at beginning of year (in shares) at Mar. 31, 2024	3,795,970				3,795,970
Net loss				(1,974,033)		(1,974,033)
Exercise of pre-funded warrants			18			18
Exercise of pre-funded warrants (in shares)	184,000				184,000
Reversal of accrued offering expenses			13,707			13,707
Stock based compensation			313,122			313,122
Balance at end of year at Jun. 30, 2024			$ 57,982,969	$ (50,504,633)		$ 7,478,336
Balance at ending of year (in shares) at Jun. 30, 2024	3,979,970				3,979,970	3,979,970

- Definition

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

+ References

+ Details

- Definition

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

+ References + Details

- Definition

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

+ References

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+ Details

STOCK BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

STOCK BASED COMPENSATION

Summary of stock-based activities


		Weighted		Weighted
		Average		Average
	ADS Underlying	Exercise		Contractual
	Options	Price		Terms
Outstanding at December 31, 2023	278,011	$	25.34	9.68
Granted	—		—
Forfeited/Cancelled	—		—
Outstanding at June 30, 2024	278,011	$	25.34	9.18

Exercisable options at June 30, 2024	14,228	$	210.00	7.83

SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2024

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 13 – SHAREHOLDERS’ EQUITY

Alumni Equity Line and Purchase Agreement

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

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

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

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

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 $5.5 million, after deducting the placement agent’s fees and offering expenses paid by the Company. 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, were exercisable immediately following the 2024 Closing Date and expire in two years and five years, respectively, from the closing of the 2024 Offering. As of June 30, 2024, 2,181,500 2024 Pre-Funded Warrants have been exercised and are included in issued and outstanding ADSs.

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, 207,499 of which were warrants issued in the Company’s 2022 public offering and 431,335 of which were warrants issued in the Company’s 2023 public offering (collectively, 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. The incremental fair value of the modified warrants was approximately $209,000, which was accounted for as an offering expense in connection with the 2024 Offering.

Warrants

The following table summarizes warrant activities during the six months ended June 30, 2024:


		Weighted
	ADSs	Average
	Underlying	Exercise Price
	Warrants	Per ADS
Outstanding and exercisable at December 31, 2023	864,081	$	16.13	*
Granted Common Warrants	8,125,000		1.60
Granted Pre-Funded Warrants	3,251,250		—
Exercised Pre-Funded Warrants	(2,181,500)		—
Terminated	(735)		1,650.00
Outstanding and exercisable at June 30, 2024	10,058,096	$	1.87

As of June 30, 2024, outstanding common warrants expire in 2026, 2027 and 2029, and the outstanding pre-funded warrants have an approximate intrinsic value of $620,000.

* Note that the exercise price of certain existing outstanding warrants to purchase up to 638,834 ADSs was reduced from $12.00 and $13.20 to $1.60 on March 7, 2024, 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
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: 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
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+ Details

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

Schedule of amounts due to officers


	March 31,		December 31,
	2024		2023
Salaries and other compensation	$	3,223,733	$	3,523,733
Total	$	3,223,733	$	3,523,733
Less: Short-term portion		(600,000)		(600,000)
Long-term portion	$	2,623,733	$	2,923,733

PREPAID EXPENSES (Tables)

6 Months Ended

Jun. 30, 2024

PREPAID EXPENSES

Schedule of prepaid expenses


	June 30,		December 31,
	2024		2023
Prepaid R&D costs	$	649,241	$	447,979
Prepaid insurance		159,746		401,972
Prepaid expense		33,605		8,500
Deferred offering costs (note 13)		108,104		32,583
Total	$	950,696	$	891,034
Less: Short-term portion		(650,696)		(591,034)
Long-term portion	$	300,000	$	300,000

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value on a recurring basis (Details) - Recurring - USD ($)	Jun. 30, 2024	Dec. 31, 2023
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	$ 9,725,463	$ 8,293,663
US Treasury Bills
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	9,725,463	8,293,663
Level 1
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	9,725,463	8,293,663
Level 1 \| US Treasury Bills
FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrant liability	$ 9,725,463	$ 8,293,663

STOCK BASED COMPENSATION - Stock-based activities (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Weighted Average Exercise Price
Outstanding at beginning of the period	$ 16.13
Forfeited/Cancelled (in dollars per share)	1,650.00
Outstanding at the end of the period	$ 1.87	$ 16.13
ADSs
ADS Underlying Options
Number of options outstanding at beginning of period	864,081
Forfeited/Cancelled (in shares)	(735)
Number of Options outstanding at end of period	10,058,096	864,081
Amended plan \| ADSs
ADS Underlying Options
Number of options outstanding at beginning of period	278,011
Number of Options outstanding at end of period	278,011	278,011
Exercisable options (in shares)	14,228
Weighted Average Exercise Price
Outstanding at beginning of the period	$ 25.34
Outstanding at the end of the period	25.34	$ 25.34
Exercisable options (in dollars per share)	$ 210.00
Weighted Average Contractual Terms
Contractual term (in years)	9 years 2 months 4 days	9 years 8 months 4 days
Exercisable options (in years)	7 years 9 months 29 days

LIQUIDITY RISKS AND OTHER UNCERTAINTIES (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
LIQUIDITY RISKS AND OTHER UNCERTAINTIES
Accumulated deficit	$ 50,500,000				$ 50,500,000
Net Income (Loss)	(1,974,033)	$ (2,327,280)	$ (2,106,947)	$ (2,603,069)	(4,301,313)	$ (4,710,016)
Net cash used in operating activities					(3,441,495)	$ (3,319,260)
Cash balance	2,845,126				2,845,126		$ 2,401,198
Investments	$ 9,725,463				$ 9,725,463		$ 8,293,663

- Definition

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

+ References + Details

- Definition

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

+ References

+ Details

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 10 - INTANGIBLE ASSETS

Intangible assets are as follows:


	June 30,		December 31,
	2024		2023
Technology license – Skinvisible	$	1,000,000	$	1,000,000
Total cost		1,000,000		1,000,000
Accumulated amortization		(466,666)		(416,666)
Net book value	$	533,334	$	583,334

The Company recorded amortization expense of approximately $25,000 and $26,000 in the three months ended June 30, 2024 and 2023, respectively. The Company recorded amortization expense of approximately $50,000 and $52,000 in the six months ended June 30, 2024 and 2023, respectively. The annual amortization expense expected to be recorded for existing intangible assets for the years 2024 through 2027, and thereafter, is approximately $50,000, $100,000, $100,000, $100,000 and $183,000, respectively.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
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

INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
INTANGIBLE ASSETS
Total cost	$ 1,000,000	$ 1,000,000
Accumulated amortization	(466,666)	(416,666)
Net book value	533,334	583,334
Technology license - Skinvisible
INTANGIBLE ASSETS
Total cost	$ 1,000,000	$ 1,000,000

- Definition

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

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

Use of estimates:

Cash and cash equivalents:

Warrants:

Warrants:

Investments:

Investments:

Long-lived assets:

●

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

●

Significant underperformance relative to expected historical or projected development milestones,

●

Significant negative regulatory or economic trends, and

●

Significant technological changes which could render the platform technology obsolete.

Research and development:

Stock based compensation:

Fair value of financial instruments:

Earnings (loss) per share:

STOCK BASED COMPENSATION (Details) - Amended plan	6 Months Ended
STOCK BASED COMPENSATION (Details) - Amended plan	Jun. 30, 2024 shares
STOCK BASED COMPENSATION
Percentage of ordinary shares reserved for issuance	15.00%
Number of ordinary shares reserved for future issuance	2,147,412
Number of shares available for issuance	1,869,401
ADSs
STOCK BASED COMPENSATION
Number of ordinary shares reserved for future issuance	2,147,412

- 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
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (f)(2)(iv)
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

PREPAID EXPENSES

6 Months Ended

Jun. 30, 2024

PREPAID EXPENSES

PREPAID EXPENSES

NOTE 7 – PREPAID EXPENSES

Prepaid expenses are as follows:


	June 30,		December 31,
	2024		2023
Prepaid R&D costs	$	649,241	$	447,979
Prepaid insurance		159,746		401,972
Prepaid expense		33,605		8,500
Deferred offering costs (note 13)		108,104		32,583
Total	$	950,696	$	891,034
Less: Short-term portion		(650,696)		(591,034)
Long-term portion	$	300,000	$	300,000

ACCRUED INTEREST AND FINANCING EXPENSE (Details)	3 Months Ended		6 Months Ended		12 Months Ended
ACCRUED INTEREST AND FINANCING EXPENSE (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 item	Dec. 31, 2021 shares
ACCRUED INTEREST AND FINANCING EXPENSE
Number of notes holders who received consideration \| item						2
Accrued interest and financing expense \| $	$ 1,146,251		$ 1,146,251		$ 1,146,251
Convertible notes 2020
ACCRUED INTEREST AND FINANCING EXPENSE
Total number of notes holders \| item						5
Number of remaining noteholders \| item			3		3
Accrued interest and financing expense \| $	1,146,000		$ 1,146,000		$ 1,146,000
Interest expense \| $	$ 0	$ 0	$ 0	$ 0
Convertible notes 2020 \| Convertible Notes Warrants, Common Stock
ACCRUED INTEREST AND FINANCING EXPENSE
Shares issued upon conversion \| shares							432

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings (loss) per share (Details) - ADSs - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pre-Funded Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unexercised prefunded warrants			1,069,750
Employee Stock Option
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	278,011	25,595	278,011	25,595
Outstanding warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities	8,988,346	864,068	8,988,346	864,068

RELATED PARTY TRANSACTIONS - Amounts due to officers (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Total	$ 3,223,733	$ 3,523,733
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	$ 2,623,733	$ 2,923,733
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Salaries and other compensation
RELATED PARTY TRANSACTIONS
Total	$ 3,223,733	$ 3,523,733
Other Liability, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember

- Definition

Amount of liabilities classified as other.

+ References + Details

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Ordinary shares, par value	$ 0	$ 0
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, shares issued	3,979,970	987,220
Ordinary shares, shares outstanding	3,979,970	987,220
ADSs
Ordinary shares, shares issued	3,979,970	987,220
Ordinary shares, shares outstanding	3,979,970	987,220

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows used in operating activities:
Net loss	$ (4,301,313)	$ (4,710,016)
Stock based compensation	619,436	525,848
Amortization of intangibles	50,000	52,022
Unrealized gain and accrued interest on investments	(121,026)	(230,755)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	371,070	761,283
Decrease (increase) in prepaid expenses & other assets	(59,662)	282,358
Net cash used in operating activities	(3,441,495)	(3,319,260)
Cash flows used in investing activities:
Purchase of investments	(9,649,774)	(13,491,505)
Proceeds from maturity of investments	8,339,000	13,035,000
Net cash used in investing activities	(1,310,774)	(456,505)
Cash flows provided by financing activities:
Payment of amounts due to officers	(300,000)	(175,000)
Proceeds from sale of equity securities, net	5,496,197	5,849,266
Net cash provided by financing activities	5,196,197	5,674,266
Net change in cash and cash equivalents:	443,928	1,898,501
Cash and cash equivalents - beginning of period	2,401,198	2,860,628
Cash and cash equivalents - end of period	2,845,126	4,759,129
Supplemental information - Non cash items:
Offering expenses associated with warrant modification	$ 209,225	$ 238,231

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy at June 30, 2024 and December 31, 2023:


June 30, 2024		Level 1		Level 2	Level 3		Total
US Treasury Bills and Notes	$	9,725,463	$	—	$	—	$	9,725,463
Total US Treasury Bills amd Notes Asset	$	9,725,463	$	—	$	—	$	9,725,463


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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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

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

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

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

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

+ Details

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


June 30, 2024		Level 1		Level 2	Level 3		Total
US Treasury Bills and Notes	$	9,725,463	$	—	$	—	$	9,725,463
Total US Treasury Bills amd Notes Asset	$	9,725,463	$	—	$	—	$	9,725,463


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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions			6 Months Ended
	Nov. 08, 2023 shares	Jul. 18, 2023 shares	Jun. 30, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of operating segments \| segment			1
Number of shares represented for one ADS		60,000
Shares owned (as a percent)		0.083%
Reverse stock split	1.67
Number of ordinary shares for ADS	60,000
U.S. Treasury Bills \| $			$ 9.7	$ 8.3
Maturity term			1 year
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares represented for one ADS		5,000
ADSs
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of ordinary shares for ADS	1

ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
ACCRUED EXPENSES
Research contract expenses	$ 550,391	$ 358,287
Payroll	611,843	804,156
Payroll taxes	90,781	93,989
Professional fees	97,622	50,534
Other expenses	35,988	1,740
Total	$ 1,386,625	$ 1,308,706

IN-LICENSED TECHNOLOGY

6 Months Ended

Jun. 30, 2024

IN-LICENSED TECHNOLOGY

IN-LICENSED TECHNOLOGY

NOTE 9 – IN-LICENSED TECHNOLOGY

Skinvisible:

In October 2019, Quoin Inc. entered into the Exclusive Licensing Agreement (as amended from time to time, the “License Agreement”) with Skinvisible Pharmaceuticals, Inc. (“Skinvisible”), under which Skinvisible granted the Company an exclusive royalty-bearing license relating to the production and manufacture of prescription drug products related to certain patents held by Skinvisible, including those related to QRX003 and QRX004. The Company made Skinvisible a one-time non-refundable, non-creditable license fee of $1 million (the “License Fee”). In addition, the Company agreed to pay Skinvisible a single digit royalty percentage of the Company’s net sales revenues for any licensed product covered by the patent rights licensed under the License Agreement. The Company also agreed to pay Skinvisible 25% of any revenues the Company receives as royalties in the event that the Company sublicenses 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 June 30, 2024 and December 31, 2023.

LICENSE AGREEMENTS

6 Months Ended

Jun. 30, 2024

LICENSE AGREEMENTS

LICENSE AGREEMENTS

NOTE 15 – LICENSE AGREEMENTS

As of June 30, 2024, the Company had nine commercial license and supply agreements outstanding, whereby the Company will receive a royalty or other proceeds from the specified product revenues from the licensor, if and when the underlying products are approved and commercialized or sold via compassionate use or early access programs. No royalty revenues have been received through June 30, 2024 from any of these agreements.

LICENSE AGREEMENTS (Details)	6 Months Ended
LICENSE AGREEMENTS (Details)	Jun. 30, 2024 USD ($) agreement
LICENSE AGREEMENTS
Number of license and supply agreements entered \| agreement	9
Royalty revenues \| $	$ 0

SHAREHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

SHAREHOLDERS' EQUITY

Schedule of warrant activities

The following table summarizes warrant activities during the six months ended June 30, 2024:


		Weighted
	ADSs	Average
	Underlying	Exercise Price
	Warrants	Per ADS
Outstanding and exercisable at December 31, 2023	864,081	$	16.13	*
Granted Common Warrants	8,125,000		1.60
Granted Pre-Funded Warrants	3,251,250		—
Exercised Pre-Funded Warrants	(2,181,500)		—
Terminated	(735)		1,650.00
Outstanding and exercisable at June 30, 2024	10,058,096	$	1.87

* Note that the exercise price of certain existing outstanding warrants to purchase up to 638,834 ADSs was reduced from $12.00 and $13.20 to $1.60 on March 7, 2024, see above.

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

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

INTANGIBLE ASSETS

Schedule of intangible assets


	June 30,		December 31,
	2024		2023
Technology license – Skinvisible	$	1,000,000	$	1,000,000
Total cost		1,000,000		1,000,000
Accumulated amortization		(466,666)		(416,666)
Net book value	$	533,334	$	583,334

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

6 Months Ended

Jun. 30, 2024

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

LIQUIDITY RISKS AND OTHER UNCERTAINTIES

NOTE 2 - LIQUIDITY RISKS AND OTHER UNCERTAINTIES

The unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”), which contemplates continuation of the Company as a going concern. The Company has incurred net losses every year since inception and has an accumulated deficit of approximately $50.5 million at June 30, 2024. The Company has a limited operating history and has historically funded its operations through debt and equity financings. The Company incurred net losses of approximately $4.3 million, and negative cash flows from operations of $3.4 million for the six months ended June 30, 2024. At June 30, 2024, the Company had cash and cash equivalents balances totaling $2.8 million and investments of $9.7 million. The Company has determined that it has sufficient cash and liquidity to effect its business plan for at least one year from the issuance of these unaudited condensed 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 29, 2024, the Company received a letter from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that the closing bid price per ADS of the Company was below the required minimum of $1.00 for a period of 31 consecutive business days and that the Company did not meet the minimum bid price requirements set forth in Nasdaq Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company’s ADSs and the ADSs will continue to trade on The Nasdaq Capital Market under the symbol “QNRX.”

Pursuant to Nasdaq Rule 5810(c)(3)(A), the Company has a period of one hundred eighty (180) calendar days, or until October 28, 2024 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. Compliance may be achieved without further action if the closing bid price of the Company’s ADS is at or above $1.00 for a minimum of ten consecutive business days at any time during the Compliance Period, in which case Nasdaq will notify the Company if it determines it is in compliance and the matter will be closed; however Nasdaq may require the closing bid price to equal or to exceed the $1.00 minimum bid price requirement for more than 10 consecutive business days before determining that a company complies. In the event the Company does not regain compliance by October 28, 2024, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held ADSs and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. The Company intends to actively monitor the bid price of its ADS and will consider available options to regain compliance with the Nasdaq listing requirements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived assets & Income taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Intangible assets, useful life	10 years		10 years
Impairment loss measurement	$ 0.0	$ 0.0	$ 0.0	$ 0.0

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 11 - RELATED PARTY TRANSACTIONS

Employment Agreements and 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 $75,000 and $75,000 of such indebtedness to Dr. Myers and $75,000 and $0 to Ms. Carter in the three months ended June 30, 2024 and 2023, respectively. The Company repaid $150,000 and $150,000 of such indebtedness to Dr. Myers and $150,000 and $25,000 to Ms. Carter in the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, approximately $1.8 million and $1.4 million of such indebtedness was outstanding to Dr. Myers and Ms. Carter, respectively.

Amounts due to officers at June 30, 2024 and December 31, 2023 consisted of the following:


	March 31,		December 31,
	2024		2023
Salaries and other compensation	$	3,223,733	$	3,523,733
Total	$	3,223,733	$	3,523,733
Less: Short-term portion		(600,000)		(600,000)
Long-term portion	$	2,623,733	$	2,923,733

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
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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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
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: 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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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS (Details)			1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 10, 2024 USD ($)	Jun. 10, 2024 EUR (€)	Nov. 30, 2020	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	May 31, 2022 USD ($)	Nov. 30, 2021 USD ($)
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Research and development				$ 519,349	$ 625,104	$ 1,362,181	$ 1,716,837
Research and consulting agreement \| Therapeutics Inc.
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Research and development				162,000	360,000	650,000	959,000
Research and consulting agreement \| Scleroderma
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Total amount of agreement										$ 610,000
Research and development				0	$ 138,000	0	$ 276,000
Research and consulting agreement \| The School of Pharmacy at UCC
RESEARCH, CONSULTING AGREEMENTS AND COMMITMENTS
Research and development				$ 0		$ 0
Maximum funding amount	$ 608,000	€ 567,000
Commitment period	2 years 6 months	2 years 6 months
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

STOCK BASED COMPENSATION - Stock based compensation expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
STOCK BASED COMPENSATION
Intrinsic value of outstanding options	$ 0		$ 0
Stock-based compensation expense	313,000	$ 264,000	619,000	$ 526,000
Unrecognized stock compensation expense	2,400,000		$ 2,400,000
Unrecognized stock compensation expense expected to be recognized over the remaining weighted average service period			3 years 3 months
Research and Development Expense
STOCK BASED COMPENSATION
Stock-based compensation expense	68,000	34,000	$ 118,000	69,000
General and Administrative Expense
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 245,000	$ 230,000	$ 501,000	$ 457,000

ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2024

ACCRUED EXPENSES

Schedule of Accrued Expenses


	June 30,		December 31,
	2024		2023
Research contract expenses (note 12)	$	550,391	$	358,287
Payroll (note 11)		611,843		804,156
Payroll taxes (note 11)		90,781		93,989
Professional fees		97,622		50,534
Other expenses		35,988		1,740
Total	$	1,386,625	$	1,308,706

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
General and administrative	$ 1,617,769	$ 1,634,960	$ 3,233,221	$ 3,318,777
Research and development	519,349	625,104	1,362,181	1,716,837
Total operating expenses	2,137,118	2,260,064	4,595,402	5,035,614
Other (income) and expenses
Unrealized loss	2,177	34,472	8,686	14,045
Realized and accrued interest income	(165,262)	(187,589)	(302,775)	(339,643)
Total other income	(163,085)	(153,117)	(294,089)	(325,598)
Net loss	$ (1,974,033)	$ (2,106,947)	$ (4,301,313)	$ (4,710,016)
Loss per ADS
Loss per ADS
Basic	$ (0.39)	$ (2.13)	$ (1.20)	$ (5.79)
Fully-diluted	$ (0.39)	$ (2.13)	$ (1.20)	$ (5.79)
Weighted average number of ADS's outstanding
Basic	5,049,720	987,220	3,576,506	813,187
Fully-diluted	5,049,720	987,220	3,576,506	813,187

INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
INTANGIBLE ASSETS
Amortization of intangibles	$ 25,000	$ 26,000	$ 50,000	$ 52,022
Expected amortization expense
2024	50,000		50,000
2025	100,000		100,000
2026	100,000		100,000
2027	100,000		100,000
Thereafter	$ 183,000		$ 183,000

SHAREHOLDERS' EQUITY - Warrants (Details) - USD ($)	6 Months Ended
SHAREHOLDERS' EQUITY - Warrants (Details) - USD ($)	Jun. 30, 2024	Mar. 07, 2024
Weighted Average Exercise Price Per Share
Outstanding at beginning of the period	$ 16.13
Terminated (in dollars per share)	1,650.00
Outstanding at the end of the period	$ 1.87
Intrinsic value of outstanding options	$ 0
Common Warrants
Weighted Average Exercise Price Per Share
Granted	$ 1.60
Prior Warrants
Weighted Average Exercise Price Per Share
Shares warrants may purchase		638,834
Warrants, exercise price of warrants (in dollars per share)		$ 1.60
Prior Warrants \| Minimum
Weighted Average Exercise Price Per Share
Warrants, exercise price of warrants (in dollars per share)	12.00
Prior Warrants \| Maximum
Weighted Average Exercise Price Per Share
Warrants, exercise price of warrants (in dollars per share)	$ 13.20
ADSs
ADSs Underlying Warrants
Number of options outstanding at beginning of period	864,081
Terminated (in shares)	(735)
Number of Options outstanding at end of period	10,058,096
Weighted Average Exercise Price Per Share
Intrinsic value of outstanding options	$ 620,000
ADSs \| Common Warrants
ADSs Underlying Warrants
Granted	8,125,000
ADSs \| Pre-Funded Warrants
ADSs Underlying Warrants
Granted	3,251,250
Exercised	(2,181,500)