SCHEDULE 13D/A: Denise Carter's Stake in Quoin Pharmaceuticals Drops Below 5% Following Other Investors' Warrant Exercises

Denise Carter's beneficial ownership in Quoin Pharmaceuticals Ltd. decreased to 4.9% as of January 27, 2025, primarily due to the exercise of warrants by other investors in the company's December 2024 offering, which increased the total outstanding shares.

Summary

• Denise Carter's beneficial ownership in Quoin Pharmaceuticals Ltd. decreased to 4.9% of the outstanding Ordinary Shares (represented by American Depositary Shares, ADSs) as of January 27, 2025.
• This reduction in percentage ownership was 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 total outstanding Ordinary Shares of Quoin Pharmaceuticals Ltd. increased to 18,485,830 as of January 27, 2025, contributing to the dilution of Ms. Carter's percentage stake.
• Ms. Carter's aggregate beneficial ownership is 939,238 ADSs, which includes 602,648 ADSs held directly, 19,765 ADSs from options exercisable within 60 days, and 316,826 ADSs from warrants exercisable within 60 days.
• Excluded from this calculation are 604,953 ADSs from options not exercisable within 60 days and 794,286 shares from warrants not currently exercisable due to a 4.99 percent ownership blocker.
• On December 23, 2024, Ms. Carter purchased 555,556 ADSs along with an equal number of Series F and Series G Warrants at a combined public offering price of $0.45.
• On December 9, 2024, Ms. Carter was granted an option to purchase 536,609 ADSs, which is not exercisable within 60 days of the filing.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a change in beneficial ownership due to dilution from other investors' warrant exercises. It does not contain information that is inherently positive or negative for the company's operational performance or future prospects, but rather reflects a change in a specific investor's stake.

Positives

• The reporting person, Denise Carter, acquired additional securities (555,556 ADSs and associated warrants) in the Issuer's public offering on December 23, 2024, indicating continued investment interest.
• The company successfully completed a public offering in December 2024, with other investors exercising warrants, which likely provided capital to the company.

Negatives

• Denise Carter's percentage of beneficial ownership in Quoin Pharmaceuticals Ltd. decreased below 5% due to dilution from other investors' warrant exercises.

Risks

• The document mentions a 4.99 percent ownership blocker on certain warrants, which limits the immediate exercisability of 794,286 shares, potentially affecting the liquidity or full realization of the warrant value for the holder.

Future Outlook

No explicit forward-looking statements or guidance regarding the company's future performance or strategic direction are provided in this document.

Industry Context

This filing is a standard disclosure of a change in beneficial ownership for a publicly traded pharmaceutical company. It reflects capital-raising activities common in the biotech/pharma sector, where companies often issue warrants alongside shares to fund operations and drug development. The dilution experienced by existing shareholders (in this case, a specific beneficial owner) due to new share issuances is a common occurrence in growth-oriented sectors.

Stakeholder Impact

• Shareholders: Existing shareholders, including Denise Carter, experienced dilution of their percentage ownership due to the increase in total outstanding shares from the December 2024 offering.
• Company (Quoin Pharmaceuticals Ltd.): The exercise of warrants by other investors in the December 2024 offering likely provided capital to the company, supporting its operations.

Key Dates

Keywords

Quoin Pharmaceuticals Ltd., QPHY, Schedule 13D, beneficial ownership, American Depositary Shares, ADSs, warrants, options, public offering, SEC filing, investment, ownership change