Quoin Pharmaceuticals agrees to private placement with about $30.8 million upfront

Quoin Pharmaceuticals Ltd. (Nasdaq: QNRX) agreed on August 27, 2026 to sell American Depositary Shares (ADSs), pre-funded warrants and ordinary warrants in a private placement. The company said it will receive about $30.8 million on closing, before placement agent fees and other expenses. Investors may also exercise the ordinary warrants for cash, which would bring in up to an additional $19.2 million. The terms are in a Form 8-K filed August 28, 2026.

The terms and the price

The purchase agreement covers 6,305,300 ADSs, or pre-funded warrants in place of them, plus ordinary warrants to buy up to 3,152,650 ADSs. Each ADS and warrant unit is priced at $4.88. The price is the Nasdaq Minimum Price plus $0.0625. The ordinary warrants have an exercise price of $6.10 per ADS and expire on the earlier of five years after closing or 30 days after the company announces that the primary endpoint has been met in its Netherton Syndrome study. Holders may not exercise to the extent they would own more than 4.99% of the ordinary shares, a limit they can raise to 9.99%, effective on the 61st day after notice.

The press release names the investors, including Sirenia Capital Management LP and AIGH Capital Management. Directors and officers bought 57,370 ADSs with their warrants for about $280,000. The audit committee approved it.

Banks, fees and counsel

Leerink Partners is lead placement agent, and BTIG and Lake Street are co-placement agents. The agents receive fees of 6.0% of gross proceeds, plus 6.0% of any cash exercise fee on the ordinary warrants. The 8-K names no counsel for the company or the agents.

Net proceeds of about $29.0 million are expected on closing, scheduled for August 31, 2026. Quoin says the money is for general corporate purposes, including QRX003 clinical development. If all the ordinary warrants are exercised for cash, the company says the total would fund it into the second half of 2029.

Quoin agreed not to enter equity financings until the later of 90 days after closing and the effectiveness of the resale registration statement, which is due within 30 days after closing. It must also hold a shareholder meeting within 90 days to raise the ownership limit from 4.99% to 9.99% for these investors and for buyers in an October 10, 2025 purchase agreement.

Insider notes settled in shares

On August 27, Quoin signed exchange agreements with three investors, including two of its directors. They held promissory notes from Quoin Pharmaceuticals, Inc. dated October 2, 2020. The 8-K says accrued interest of about $1,146,000 was not accounted for when that company merged with Cellect Biotechnology Ltd., so the shares issued in the merger were under-allocated. Quoin issued 222,574 ADSs to settle that debt.

Going concern and the trial data

The annual report on Form 10-K, filed March 26, 2026, reports a net loss of $15,804,655 for 2025, up from $8,962,472 in 2024. Net cash used in operating activities was $13,540,994 in 2025, against $7,857,309 a year earlier. Cash and cash equivalents were $3,818,096 at the end of 2025. Management concluded there is substantial doubt about the company's ability to continue as a going concern for at least one year.

The same day, the company reported interim results from CL-QRX003-004, a Phase 2/3 study of QRX003 4% lotion. The study is baseline-controlled and open-label, with about 20 participants planned. The interim analysis covers the first six to finish 12 weeks of treatment. Four of six met the primary IGA endpoint, a rate of 66.67% with a 95% confidence interval of 22.28% to 95.67%. The company reports a p-value of 0.0087 against a pre-specified interim alpha of 0.0215. On the whole-body itch scale, three of six reached a 3-grade improvement, a rate of 50% with a confidence interval of 11.81% to 88.19% and a p-value of 0.0623, which does not clear the company's own threshold.

Six patients, with no control group and an interval that wide, cannot establish the size of an effect. The company reports no treatment-related serious adverse events. Topline data are expected in the second quarter of 2027.

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