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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Quoin Pharmaceuticals Ltd. (Name of Issuer) |
Ordinary Shares, no par value per share (represented by American Depositary Shares) (Title of Class of Securities) |
74907L300 (CUSIP Number) |
Dr. Michael Myers 42127 Pleasant Forest Court, Ashburn, VA, 20148-7349 703-980-4182 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74907L300 |
| 1 |
Name of reporting person
Michael Myers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
939,230.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Reported securities are represented by American Depositary Shares ("ADSs"). Each ADS represents one Ordinary Share of the Issuer. Rows 7, 9 and 11 include (i) 602,808 ADSs held directly, (ii) 19,765 ADSs issuable within 60 days of the filing of this statement on Schedule 13D (this "Statement") upon the exercise of outstanding options, and (iii) 316,657 issuable upon the exercise of outstanding warrants. Excludes (i) 604,946 ADS issuable upon the exercise of outstanding options which are not exercisable within 60 days of this Statement , and (ii) 794,455 shares issuable pursuant to warrants which are not currently exercisable due to a 4.99 percent ownership blocker.
(2) Percentage calculated based on 18,485,830 Ordinary Shares outstanding as of January 27, 2025.
This Amendment No. 1 to Schedule 13D amends and supplements the previously filed Schedule 13D filed by Michael Myers (the "Reporting Person"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value per share (represented by American Depositary Shares) |
| (b) | Name of Issuer:
Quoin Pharmaceuticals Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
42127 Pleasant Forest Court, Ashburn,
VIRGINIA
, 20148-7349. |
| Item 4. | Purpose of Transaction |
The Ordinary Shares reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes.
As a result of the exercise of pre-funded warrants, Series F Warrants and Series G Warrants by other investors in the Company's December 2024 offering, the Company's outstanding Ordinary Shares (represented by ADSs) as of January 27, 2025 increased to 18,485,830. As a result of such exercises, the Reporting Person's beneficial ownership decreased to below 5% of the Company's outstanding Ordinary Shares (represented by ADSs). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses set forth in rows 11 through 13 and the related "Comments for Type of Reporting Person" on the cover page to this Statement are incorporated by reference into this Item 5. |
| (b) | The responses set forth in rows 7 through 10 and the related "Comments for Type of Reporting Person" on the cover page to this Statement are incorporated by reference into this Item 5. |
| (c) | Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days. On December 23, 2024, the Reporting Person purchased 555,556 ADSs together with 555,556 Series F Warrants to purchase up to 555,556 ADSs and 555,556 Series G Warrants to purchase up to 555,556 ADSs in the Issuer's public offering. Each ADS was purchased together with a Series F Warrant to purchase one ADS and a Series G Warrant to purchase one ADS at a combined public offering price of $0.45. On December 9, 2024, the Issuer granted Dr. Myers an option to purchase 536,603 ADSs, which option is not exercisable within 60 days of the filing of this Statement. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares beneficially owned by the Reporting Person. |
| (e) | State the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: January 27, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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