SCHEDULE 13D/A: Quoin Pharmaceuticals Insider's Stake Dips Below 5% Threshold Following Investor Warrant Exercises

Dr. Michael Myers' beneficial ownership in Quoin Pharmaceuticals Ltd. has decreased to 4.9% due to dilution from other investors exercising warrants in the company's December 2024 offering.

Summary

• Dr. Michael Myers, the reporting person, now beneficially owns 939,230 American Depositary Shares (ADSs) of Quoin Pharmaceuticals Ltd., representing 4.9% of the company's outstanding Ordinary Shares.
• This decrease in percentage ownership, from above 5% to below, was triggered by the exercise of pre-funded, Series F, and Series G Warrants by other investors in Quoin Pharmaceuticals' December 2024 offering.
• The exercise of these warrants by other investors led to an increase in the total outstanding Ordinary Shares (represented by ADSs) to 18,485,830 as of January 27, 2025, thereby diluting Dr. Myers' proportional stake.
• Dr. Myers' current beneficial ownership includes 602,808 directly held ADSs, 19,765 ADSs issuable from options exercisable within 60 days, and 316,657 ADSs issuable from warrants exercisable within 60 days.
• Excluded from the current beneficial ownership calculation are 604,946 ADSs from options not exercisable within 60 days and 794,455 ADSs from warrants not currently exercisable due to a 4.99% ownership blocker.
• On December 23, 2024, Dr. Myers 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 per ADS and associated warrants.
• On December 9, 2024, Dr. Myers was granted an option to purchase 536,603 ADSs, which is not exercisable within 60 days of the filing.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of a change in beneficial ownership due to dilution from a capital raise. While the percentage stake decreased for the reporting person, it's a technical consequence of the company raising capital, which can be positive for the company's financial health. The reporting person also recently invested more and received new options, indicating continued positive sentiment from their side.

Positives

• Dr. Michael Myers continues to hold a significant stake in Quoin Pharmaceuticals, indicating ongoing investment interest.
• Dr. Myers recently participated in the company's public offering, purchasing 555,556 ADSs and an equal number of Series F and Series G Warrants, demonstrating continued commitment.
• Dr. Myers was granted an additional option to purchase 536,603 ADSs, further aligning his interests with the company's future performance.

Negatives

• Dr. Myers' percentage ownership was diluted below the 5% reporting threshold due to the issuance of new shares from warrant exercises by other investors.

Future Outlook

The document indicates that Dr. Myers holds additional options (536,603 ADSs) and warrants (794,455 ADSs) that are not exercisable within 60 days, with some warrants subject to a 4.99% ownership blocker, suggesting potential for future increases in his beneficial ownership if these instruments become exercisable and are acted upon.

Industry Context

This filing is a standard disclosure of a change in beneficial ownership, often a consequence of capital raising activities common in the biotechnology or pharmaceutical industry for funding research and development or operational needs. The dilution of an existing shareholder's stake is a typical outcome when new shares are issued.

Related Party Transactions

• On December 23, 2024, Dr. Michael Myers, the reporting person, purchased 555,556 ADSs along with 555,556 Series F Warrants and 555,556 Series G Warrants in the Issuer's public offering at a combined price of $0.45.
• On December 9, 2024, the Issuer granted Dr. Myers an option to purchase 536,603 ADSs.

Stakeholder Impact

• Shareholders: Existing shareholders, including Dr. Myers, experienced dilution of their percentage ownership due to the increase in outstanding shares from the December 2024 offering.

Key Dates

Keywords

Quoin Pharmaceuticals, Schedule 13D, Beneficial Ownership, American Depositary Shares, ADSs, Warrants, Options, Dilution, SEC Filing, Investment, Shareholder