CUSIP No: 74907L201
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2.
(Amendment
No. ____)*
Quoin
Pharmaceuticals Ltd.
(Name
of Issuer)
Ordinary
Shares, no par value
(Title
of Class of Securities)
74907L201
(CUSIP
Number)
August 5,
2022
(Date
of Event Which Requires Filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a
prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
CUSIP No:
74907L201
(1) |
NAMES
OF REPORTING PERSONS |
|
|
CVI
Investments, Inc. |
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) ¨ |
|
|
(b) ¨ |
|
(3) |
SEC
USE ONLY |
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Cayman
Islands |
|
|
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
0 |
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER ** |
|
|
|
|
OWNED
BY |
1,500,000,000 |
|
|
|
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
|
REPORTING |
0 |
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
1,500,000,000 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
1,500,000,000 |
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
8.2% |
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
CO |
|
|
** Heights
Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive
power over these shares.
CUSIP No:
74907L201
(1) |
NAMES
OF REPORTING PERSONS |
|
|
Heights
Capital Management, Inc. |
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) ¨ |
|
|
(b) ¨ |
|
(3) |
SEC
USE ONLY |
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
0 |
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER ** |
|
|
|
|
OWNED
BY |
1,500,000,000 |
|
|
|
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
|
REPORTING |
0 |
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
1,500,000,000 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
1,500,000,000 |
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
8.2% |
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
CO |
|
|
** Heights
Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive
power over these shares.
CUSIP No:
74907L201
Item 1.
(a) Name
of Issuer
Quoin
Pharmaceuticals Ltd. (the “Company”)
(b)
Address of Issuer’s Principal Executive Offices
Azrieli
Center, Round Tower, 30th Floor, 132 Menachem Begin Blvd, Tel Aviv, 6701101, Israel
Item 2(a).
Name of Person Filing
This
statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect
to the ordinary shares of the Company, no par value (the “Shares”).
| (ii) | Heights
Capital Management, Inc. |
Item 2(b).
Address of Principal Business Office or, if none, Residence
The
address of the principal business office of CVI Investments, Inc. is:
P.O. Box
309GT
Ugland
House
South
Church Street
George
Town
Grand
Cayman
KY1-1104
Cayman
Islands
The
address of the principal business office of Heights Capital Management, Inc. is:
101
California Street, Suite 3250
San
Francisco, California 94111
Item 2(c).
Citizenship
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d)
Title of Class of Securities
Ordinary
shares, no par value
Item 2(e)
CUSIP Number
74907L201.
The CUSIP Number applies to the American Depositary Shares, each of which represents five thousand (5,000) Shares.
CUSIP No:
74907L201
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a: |
(a) | ¨ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b) | ¨ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | ¨ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) | ¨ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
(e) | ¨ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | ¨ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | ¨ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | ¨ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
(i) | ¨ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ¨ |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
(k) | ¨ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing
as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________
Item 4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting Person.
The
number of Shares reported as beneficially owned consists of 1,500,000,000 Shares (represented by 300,000 American Depositary Shares).
The
Company’s Prospectus(Registration No. 333-266476), filed on August 9, 2022, indicates there were 18,230,349,799 Shares
outstanding (excluding Shares underlying Pre-Funded Warrants and Common Warrants issued at the same time) as of the completion of the
offering of the Shares referred to therein.
Heights
Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial
owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any
such Shares, except for their pecuniary interest therein.
CUSIP No:
74907L201
Item 5. Ownership
of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: ¨
Item 6. Ownership
of More than Five Percent on Behalf of Another Person
Not
applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not
applicable.
Item 8. Identification
and Classification of Members of the Group
Not
applicable.
Item 9. Notice
of Dissolution of Group
Not
applicable.
Item 10.
Certification
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No:
74907L201
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: August 12,
2022
CVI
INVESTMENTS, INC. |
|
HEIGHTS
CAPITAL MANAGEMENT, INC. |
|
|
|
|
By:
Heights Capital Management, Inc. |
|
By:
|
/s/
Brian Sopinsky |
pursuant
to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto |
|
Name:
Brian Sopinsky |
|
Title:
Secretary |
|
|
|
|
By:
|
/s/
Brian Sopinsky |
|
|
|
Name:
Brian Sopinsky |
|
|
|
Title:
Secretary |
|
|
|
CUSIP No:
74907L201
EXHIBIT INDEX
CUSIP
No: 74907L201
Exhibit I
LIMITED
POWER OF ATTORNEY
THIS
LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"),
whose Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS,
by agreement dated July 16, 2015, by and between the Company and Heights Capital Management, Inc., the Company expressly authorized
Heights Capital Management, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment
Management Agreement attached hereto marked "Appendix l."
NOW
THIS DEED WITNESSETH that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS CAPITAL
MANAGEMENT, INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for the
purpose of entering into transactions on behalf and for the account of the Company; and to take all actions on behalf of the Company
as may be necessary to consummate such transactions, including but not limited to making, negotiating; signing, endorsing, executing,
acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates, proxies
and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into of such transactions,
instructing the transfer of funds where necessary with respect to such transactions, and performing all of the services specified under
the Discretionary Investment Management Agreement with respect to such transactions.
IN
WITNESS WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.
|
By: |
/s/
William Walmsley |
|
|
William Walmsley, Director |
CUSIP
No: 74907L201
EXHIBIT II
JOINT
FILING AGREEMENT
This will
confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about
the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares of Quoin Pharmaceuticals Ltd., no
par value, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated as
of August 12, 2022
CVI
INVESTMENTS, INC. |
|
HEIGHTS
CAPITAL MANAGEMENT, INC. |
|
|
|
|
By:
Heights Capital Management, Inc. |
|
By: |
/s/
Brian Sopinsky |
pursuant
to a Limited Power of Attorney |
|
Name: Brian
Sopinsky |
|
|
Title: Secretary |
By:
|
/s/
Brian Sopinsky |
|
|
|
Name:
Brian Sopinsky |
|
|
|
Title:
Secretary |
|
|
|