Quoin Pharmaceuticals (QNRX) Form 4 Quoin Pharmaceuticals / Denise P. Carter ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carter Denise P.

(Last) (First) (Middle)

C/O QUOIN PHARMACEUTICALS LTD.,

42127 PLEASANT FOREST COURT

(Street)

ASHBURN VA 20148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quoin Pharmaceuticals, Ltd. [ QNRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	12/23/2024		P(2)		555,556	A	$0.45	602,648	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series F Warrants (right to buy)	$0.45	12/23/2024		P(2)		555,556		12/23/2024(3)	12/23/2026	ADS	555,556	(2)	555,556	D
Series G Warrants (right to buy)	$0.45	12/23/2024		P(2)		555,556		12/23/2024(3)	12/24/2029	ADS	555,556	(2)	555,556	D

Explanation of Responses:

1. Reported securities are represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

2. Each ADS purchased together with a Series F Warrant to purchase one ADS and a Series G Warrant to purchase one ADS in the Issuer's public offering which closed on December 23, 2024, at a combined public offering price of $0.45. The Series F Warrants and the Series G Warrants are collectively referred to as the "Warrants."

3. The Warrants were exercisable immediately, subject to a beneficial ownership cap.

	/s/ Denise Carter	12/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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