Quoin Pharmaceuticals Announces Pricing of $6.5 Million Public Offering
March 05 2024 - 8:00AM
Quoin Pharmaceuticals Ltd. (NASDAQ: QNRX) (the “Company” or
“Quoin”), a specialty pharmaceutical company focused on rare and
orphan diseases, today announced the pricing of its "reasonable
best efforts" public offering of 4,062,500 ordinary shares
represented by 4,062,500 American Depositary Shares (or pre-funded
warrants in lieu thereof), Series D warrants to purchase an
aggregate of up to 4,062,500 ordinary shares represented by
4,062,500 American Depositary Shares and Series E warrants to
purchase an aggregate of up to 4,062,500 ordinary shares
represented by 4,062,500 American Depositary Shares at a combined
purchase price of $1.60 per American Depositary Share and
associated Series D warrant and Series E warrant for aggregate
gross proceeds of approximately $6.5 million before deducting
placement agent fees and other offering expenses. The Series D and
Series E warrants will have an exercise price of $1.60 per share,
will be exercisable immediately following the date of issuance and
will expire in two years and five years, respectively, from their
issuance.
The closing of the offering is expected to occur
on or about March 7, 2024, subject to the satisfaction of customary
closing conditions. The Company intends to use the net proceeds
from the offering for general corporate purposes.
A.G.P./Alliance Global Partners is acting
as the sole placement agent for the offering.
In connection with the offering, the Company has
entered into an agreement with existing investors of the Company to
reduce the exercise price of outstanding warrants to purchase up to
638,834 ADS which were issued in the Company's August, 2022 and
February, 2023 public offerings (the "Prior Warrants") from $13.20
per ADS with respect to the August 2022 warrants and $12.00 per ADS
with respect to the February 2023 warrants (both prices having been
adjusted pursuant to the Company’s one-for-twelve reverse stock
split effective July 18, 2023) to $1.60 per ADS, effective upon the
closing of this offering. Additionally, the term of the Prior
Warrants shall be amended such that the new termination date shall
be March 7, 2029.
A registration statement on Form S-1, as amended
(No. 333-277016) (“Form S-1”), relating to the offering was filed
with the Securities and Exchange Commission (“SEC”), and it was
declared effective on February 14, 2024. The offering is being made
only by means of a prospectus forming part of the effective
registration statement. Copies of the preliminary prospectus and,
when available, copies of the final prospectus, relating to the
offering may be obtained on the SEC’s website located at
http://www.sec.gov. Electronic copies of the final prospectus
relating to the offering may be obtained, when available, from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022, or by telephone at (212) 624-2060, or by email
at prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Quoin Pharmaceuticals
Ltd.
Quoin Pharmaceuticals Ltd. is a clinical stage
specialty pharmaceutical company focused on developing and
commercializing therapeutic products that treat rare and orphan
diseases. We are committed to addressing unmet medical needs for
patients, their families, communities and care teams. Quoin’s
innovative pipeline comprises four products in development that
collectively have the potential to target a broad number of rare
and orphan indications, including Netherton Syndrome, Peeling Skin
Syndrome, Palmoplantar Keratoderma, Scleroderma, Epidermolysis
Bullosa and others. For more information, visit:
www.quoinpharma.com or LinkedIn for updates.
Cautionary Note Regarding Forward
Looking Statements
The Company cautions that statements in this
press release that are not a description of historical facts,
including, but not limited to, statements regarding the offering,
the expected gross proceeds and the expected closing of the
offering, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words referencing future
events or circumstances such as "expect," "intend," "plan,"
"anticipate," "believe," and "will," among others. Because such
statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are
based upon the Company’s current expectations and involve
assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties. More
detailed information about the risks and uncertainties affecting
the Company is contained under the heading "Risk Factors" included
in Form S-1 and in other filings the Company has made and may make
with the SEC in the future. One should not place undue reliance on
these forward-looking statements, which speak only as of the date
on which they were made. Because such statements are subject to
risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. The
Company undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they were made, except as may be required by law.
For further information,
contact:
Investor RelationsPCG AdvisoryStephanie
Princesprince@pcgadvisory.com(646) 863-6341
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