Filed pursuant to Rule
424(b)(3)
Registration No. 333-269543
PROSPECTUS SUPPLEMENT NO. 9
(to Prospectus dated March 17, 2023)
51,800,000,000 Ordinary Shares Represented by
863,333 American Depositary Shares
Issuable Upon Exercise of Common Warrants
This
prospectus supplement updates, amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to Form F-1 on Form
S-1 and Post-Effective Amendment No. 1 to Form S-1, effective as of March 17, 2023 (as supplemented or amended from time to time, the
“Prospectus”) (Registration No. 333-269543). Capitalized terms used in this prospectus supplement and not otherwise defined
herein have the meanings specified in the Prospectus.
This
prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained
in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023, which
is set forth below.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,
which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information
in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
Our
ADSs are listed on the Nasdaq Capital Market under the symbol “QNRX”. On November 6, 2023, the closing price for our ADSs
on the Nasdaq Capital Market was $4.52 per ADS.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the
risks and uncertainties under the heading “Risk Factors” beginning on page 5 of the Prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is November 7, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 5, 2023
QUOIN
PHARMACEUTICALS LTD. |
(Translation of registrant’s name into English) |
State of Israel |
|
001-37846 |
|
92-2593104 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
42127 Pleasant Forest Court
Ashburn, VA |
|
20148-7349 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (703) 980-4182
Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
American Depositary Shares, each representing five thousand (60,000) Ordinary Shares, no par value per share |
|
QNRX |
|
The Nasdaq Stock Market LLC |
Ordinary Shares, no par value per share* |
|
|
|
N/A |
| * | Not for trading, but only in connection with the registration of the American Depositary Shares pursuant
to requirements of the Securities and Exchange Commission. |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.03 | Material Modification to Rights of Security Holders. |
As previously reported by Quoin Pharmaceuticals
Ltd. (“Quoin” or the “Company”), at the Annual General Meeting of the Company’s shareholders (“Annual
Meeting”) held on October 26, 2023, shareholders approved amendments to the Company’s Amended and Restated Articles of Association,
as amended (the “Articles”), to: (i) increase the registered share capital from 500,000,000,000 ordinary shares, no par value,
to 6,000,000,000,000 ordinary shares, no par value; and (ii) effect a reverse split (the “Reverse Split”) of Quoin’s
ordinary shares at a ratio of 1-for-60,000 (the “Reverse Split Ratio”), effective on a date to be determined by the Board
of Directors of the Company (the “Board”).
On November 5, 2023, the Board approved November
8, 2023 as the effective date of the Reverse Split. Effective as of November 8, 2023, in connection with the Reverse Split, the registered
share capital of the Company will be proportionately reduced from 6,000,000,000,000 ordinary shares, no par value, to 100,000,000 ordinary
shares, no par value, and the number of ordinary shares registered on applicable registration statements filed with the Securities and
Exchange Commission by the Company will be also proportionately reduced to reflect the Reverse Split Ratio.
The Company’s ordinary shares are evidenced
by American Depositary Shares (“ADSs”), with one ADS representing sixty thousand (60,000) ordinary shares. Effective November
8, 2023, the Reverse Split will result in one ADS representing one ordinary share.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, shareholders of the Company
approved a three-year frequency for future advisory votes on the compensation of the Company’s named executive officers. Based on
those voting results, on November 5, 2023, the Board determined that an advisory vote by the Company’s shareholders regarding named
executive officer compensation will be conducted every three years.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Date: November 6, 2023 |
QUOIN PHARMACEUTICALS LTD. |
|
|
|
|
|
By: |
/s/ Gordon Dunn |
|
Name: |
Gordon Dunn |
|
Title: |
Chief Financial Officer |
Quoin Pharmaceuticals (NASDAQ:QNRX)
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