Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001104659-25-000396 0001959547 XXXXXXXX LIVE 1 Ordinary Shares, no par value per share (represented by American Depositary Shares) 01/27/2025 false 0001671502 74907L300 Quoin Pharmaceuticals Ltd. 42127 Pleasant Forest Court Ashburn VA 20148-7349 Dr. Michael Myers 703-980-4182 42127 Pleasant Forest Court Ashburn VA 20148-7349 0001959547 N Michael Myers PF OO N X1 939230.00 0.00 939230.00 0.00 939230.00 Y 4.9 IN Reported securities are represented by American Depositary Shares ("ADSs"). Each ADS represents one Ordinary Share of the Issuer. Rows 7, 9 and 11 include (i) 602,808 ADSs held directly, (ii) 19,765 ADSs issuable within 60 days of the filing of this statement on Schedule 13D (this "Statement") upon the exercise of outstanding options, and (iii) 316,657 issuable upon the exercise of outstanding warrants. Excludes (i) 604,946 ADS issuable upon the exercise of outstanding options which are not exercisable within 60 days of this Statement , and (ii) 794,455 shares issuable pursuant to warrants which are not currently exercisable due to a 4.99 percent ownership blocker. (2) Percentage calculated based on 18,485,830 Ordinary Shares outstanding as of January 27, 2025. This Amendment No. 1 to Schedule 13D amends and supplements the previously filed Schedule 13D filed by Michael Myers (the "Reporting Person"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Ordinary Shares, no par value per share (represented by American Depositary Shares) Quoin Pharmaceuticals Ltd. 42127 Pleasant Forest Court Ashburn VA 20148-7349 The Ordinary Shares reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes. As 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 Company's outstanding Ordinary Shares (represented by ADSs) as of January 27, 2025 increased to 18,485,830. As a result of such exercises, the Reporting Person's beneficial ownership decreased to below 5% of the Company's outstanding Ordinary Shares (represented by ADSs). The responses set forth in rows 11 through 13 and the related "Comments for Type of Reporting Person" on the cover page to this Statement are incorporated by reference into this Item 5. The responses set forth in rows 7 through 10 and the related "Comments for Type of Reporting Person" on the cover page to this Statement are incorporated by reference into this Item 5. Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days. On December 23, 2024, the Reporting Person purchased 555,556 ADSs together with 555,556 Series F Warrants to purchase up to 555,556 ADSs and 555,556 Series G Warrants to purchase up to 555,556 ADSs in the Issuer's public offering. Each ADS was purchased together with a Series F Warrant to purchase one ADS and a Series G Warrant to purchase one ADS at a combined public offering price of $0.45. On December 9, 2024, the Issuer granted Dr. Myers an option to purchase 536,603 ADSs, which option is not exercisable within 60 days of the filing of this Statement. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares beneficially owned by the Reporting Person. State the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: January 27, 2025 Michael Myers /s/ Michael Myers Dr. Michael Myers 01/28/2025