Quoin Pharmaceuticals Ltd 6-K, filed Nov 23, 2021

Quoin Pharmaceuticals Ltd. (QNRX)

6-K 2021-11-23 For: 2021-11-23

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Added on April 10, 2026

About this 6-K

Quoin Pharmaceuticals Ltd filed this 6-K on November 23, 2021.

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Exhibit No.		Exhibit
10.1		Employment Agreement with Gordon Dunn
10.2		Research Agreement with Queensland University of Technology, Australia
10.3		License and Distribution Agreement with AFT Pharmaceuticals Ltd.
10.4		Supply Agreement with AFT Pharmaceuticals Ltd.
10.5		License and Distribution Agreement with Genpharm Services FZ LLC
10.6		Supply Agreement with Genpharm Services FZ LLC
99.1		Unaudited Interim Financial Statements as of, and for the period ended, June 30, 2021
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations as of, and for the period ended, June 30, 2021

Date: November 23, 2021	QUOIN PHARMACEUTICALS LTD.


	By:	/s/ Gordon Dunn
	Name:	Gordon Dunn
	Title:	Chief Financial Officer

Executed as a Deed		)
by Gordon Dunn		)	/s/ Gordon Dunn
in the presence of:		)

Signature of witness:	/s/ Denise Carter

Name: Denise Carter

Address: [omitted]

Occupation: Chief Operating Officer,

Quoin Pharmaceuticals, Inc.

Executed as a Deed		)
by Quoin Pharmaceuticals, Inc.		)
acting by Michael Myers,		)	/s/ Michael Myers
a director in the presence of:		)

		Director

Signature of witness:	/s/ Denise Carter

Name: Denise Carter

Address: [omitted]

Occupation: Chief Operating Officer,

Quoin Pharmaceuticals, Inc.

THIS AGREEMENT is made

BETWEEN	queensland university of technology (ABN 83 791 724 622) of 2 George Street, Brisbane, 4000, in the State of Queensland, Australia (“QUT”)

AND	QUOIN PHARMACEUTICALS, Inc., a Delaware corporation, with an address of 42127 Pleasant Forest Ct, Ashburn, VA 20148 USA (“Quoin” or “Collaborator”)

Michael McArdle
Name and Position of Authorised Representative (print)

11/1/2021
Date:

	Service Agreement

	(1)       Quoin Pharmaceuticals, Inc.

	(2)       Gordon Dunn

/s/ Michael Myers
Signature of Authorised Representative

Michael Myers
Name and Position of Authorised Representative (print)

10/30/21
Date:

Post Doc worker for 1.5 years	$196,161	Will carry out experimental work exclusively in connection with the Project
Prof Jonathan Harris	$16,135	Will supervise project
Laboratory Consumables	$16,856	Ongoing
Netherton Mouse model	$102,495	Second year
TOTAL	$331,647

If to Licensee:


Attention: With a copy to:	Hartley Atkinson _{M.Pharm, PhD} Level 1, 129 Hurstmere Rd, Takapuna, New Zealand 0622 Mintz, Levin, Cohen. Ferris, Glovsky, and Popeo P.C. One Financial Center, Boston MA 02111 Phone: +1 617 348 1834 Email: TMTuchin@mintz.com Attention: Tali Tuchin

If to Quoin:


Attention:	Michael Myers, Ph.D
	42127 Pleasant Forest Court,
	Ashburn, VA 20148
With a copy to:

If to Quoin:


Attention: With a copy to:		Michael Myers, Ph.D 42127 Pleasant Forest Court, Ashburn, VA 20148

By:	/s/ Michael Myers
Name: Michael Myers
Title: CEO


By:	/s/ Kamel Ghammachi
Name: Kamel Ghammachi
Title: Chairman

	Page

Financial Statements (Unaudited)

Condensed Balance Sheets as of June 30, 2021 and December 31, 2020	3

Condensed Statements of Operations and Changes in Stockholders’ Deficit for the six months ended June 30, 2021 and 2020	4

Condensed Statements of Operations and Changes in Stockholders’ Deficit for the three months ended June 30, 2021 and 2020	5

Condensed Statements of Cash Flows for the six months ended June 30, 2021 and 2020	6

Notes to condensed financial statements	7-26

	June 30, 2021			December 31, 2020
Assets
Current assets
Cash	$	1,720,599		$	323,832
Prepaid expenses		48,510			-
Deferred offering costs		253,146			141,338
Total current assets		2,022,255			465,170
Intangible assets, net		860,626			912,648
Deferred loan costs		50,000
Total assets		2,932,881		$	1,377,818

Liabilities and Stockholder’s deficit
Current Liabilities
Accrued expenses	$	805,932		$	960,847
Accounts payable		403,809			-
Accrued license acquisition		500,000			875,000
Accrued interest		315,153			47,042
Due to officers		4,873,733			4,888,913
Bridge note payable		5,000,000			-
Convertible notes payable		1,213,313			1,213,313
Total current liabilities		13,111,940			7,985,115
Warrant liability		4,669,652			-

Total liabilities		17,781,592			7,985,115

Commitments and Contingencies

Stockholders' deficit
Common stock, par value $0.01 per share, 10,000,000 shares authorized - 1,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		100			100
Accumulated deficit		(14,848,811	)		(6,607,397	)
Total stockholders' deficit		(14,848,711	)		(6,607,497	)
Total liabilities and stockholders' deficit		2,932,881		$	1,377,818

	2021			2020
Operating Expenses
General and administrative	$	1,482,583		$	647,020
Research and development		296,068			101,912
Total operating expenses		1,778,651			748,932
Other Expenses
Fair value adjustment to bridge note payable		1,250,000
Warrant liability expense		4,669,652
Financing expense		275,000
Interest expense		268,111			-
Total other expenses		6,462,763
Net loss before income taxes		(8,241,414	)		(748,932	)
Provision for income taxes		-			-
Net loss		(8,241,414	)		(748,932	)
Accumulated deficit - beginning of period		(6,607,397	)		(4,512,033	)
Accumulated deficit - end of period	$	(14,848,811	)	$	(5,260,965	)

Loss per share: Basic and diluted	$	(8.24	)	$	(0.75	)
Weighted average shares outstanding:
Basic		1,000,000			1,000,000
Fully-diluted		1,000,000			1,000,000

Cash flows used in operating activities:	2021			2020
Net Loss	$	(8,241,414	)	$	(748,933	)
Fair value adjustment to bridge note payable		1,250,000
Warrant liability expense		4,669,652
Financing expense		275,000
Amortization of intangibles		52,022			52,022
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		141,395			154,505
Increase in prepaid expenses		(48,510	)		-
Increase in accrued interest		268,111			-
Net cash used in operating activities		(1,633,744	)		(542,406	)


Cash flows used in investing activities Payment for license acquisition		(267,500	)		-
Net cash used in investing activities		(267,500	)		-

Cash flows provided by financing activities:
Increase in deferred offering costs		(111,808	)		-
Increase in deferred costs		(50,000	)
Increase in due to officers		139,285			542,406
Payment of amounts due to officers		(154,466	)		-
Proceeds from issuance of Bridge Notes, net		3,475,000			-
Net cash used in financing activities		3,298,011			542,406


Net change in cash		1,396,550			-

Cash - beginning of period		323,832			-
Cash - end of period	$	1,720,382			-

June 30, 2021	Level 1		Level 2		Level 3		Total
Bridge warrants		-		-	$	3,783,079	$	3,783,079
Convertible note warrants		-		-		886,573		886,573
Total Warrant Liability		-		-	$	4,669,652	$	4,669,652

Bridge note payable		-		-		5,000,000		5,000,000
Convertible notes payable		-		-		1,213,333		1,213,333
Total notes payable						6,213,333		6,213,333
Total Liabilities	$	-		-	$	10,882,965	$	10,882,965

	June 30, 2021			December 31, 2020
Acquired technology - Polytherapeutics	$	40,433		$	40,433
Technology license – Skinvisible		1,000,000			1,000,000
Total cost		1,040,433			1,040,433
Accumulated amortization		(179,807	)		(127,785	)
Net book value	$	860,626		$	912,648

	June 30, 2021		December 31, 2020
Professional fees	$	56,296	$	173,095
Investor Relation firm fees (note 11)		528,000		528,000
Payroll taxes (note 10)		165,234		148,899
Research contract expenses (note 11)		50,602		105,052
Other expenses		5,800		5,802
Total	$	805,932	$	960,847

	June 30, 2021		December 31,2020
Salaries and allowances	$	3,973,500	$	3,984,000
Invoices paid on behalf of the Company		859,800		864,480
Purchase of Polytherapeutics assets		40,433		40,433
Total	$	4,873,733	$	4,888,913

	•	seek the necessary regulatory approvals to complete the clinical development of QRX003 and, if successful, file for marketing approval in the United States and other territories;
	•	prepare to commercialize QRX003 by establishing our own sales infrastructure in the U.S. and Europe and entering into distribution partnerships in other territories such as Canada, Australia, the Middle East and Asia; and
	•	Pursue business development activities by seeking partnering, licensing, merger and acquisition opportunities or other transactions to further expand our pipeline and drug-development capabilities and which take advantage of our financial resources for the benefit of increasing stockholder value.

	2021			2020			Change
Operating Expenses
General and administrative	$	1,482,583		$	647,020		$	853,563
Research and development		296,068			101,912			194,156
Total operating expenses		1,778,651			748,932			1,029,719
Other Expenses
Fair value adjustment to bridge note payable		1,250,000						1,250,000
Warrant liability expense		4,669,652						4,669,652
Financing expense		275,000						275,000
Interest expense		268,111			—			268,111
Total other expenses		6,462,763						2,642,463
Net loss		(8,241,414	)		(748,932	)		(7,492,482	)

	•	employee-related expenses, such as salaries, bonuses and benefits, consultant-related expenses, share-based compensation, overhead related expenses and travel related expenses for our research and development personnel;
	•	expenses incurred under agreements with CROs, as well as consultants that support the implementation of the clinical studies described above;
	•	manufacturing and packaging costs in connection with conducting clinical trials and for stability and other studies required to support the NDA filing as well as manufacturing drug product for commercial launch;
	•	formulation, research and development expenses related to QRX003; and other products we may choose to develop; and
	•	costs for sponsored research.

	•	the number of trials required for approval;
	•	the per patient trial costs;
	•	the number of patients that participate in the trials;
	•	the number of sites included in the trials;
	•	the countries in which the trial is conducted;
	•	the length of time required to enroll eligible patients;
	•	the number of doses that patients receive;
	•	the drop-out or discontinuation rates of patients;
	•	the potential additional safety monitoring or other studies requested by regulatory agencies;
	•	the duration of patient follow-up;
	•	the timing and receipt of regulatory approvals; and
	•	the efficacy and safety profile of our product candidates.

	•	the scope, timing, rate of progress and costs of our drug development efforts, preclinical development activities, laboratory testing and clinical trials for our product candidates;
	•	the number and scope of clinical programs we decide to pursue;
	•	the cost, timing and outcome of preparing for and undergoing regulatory review of our product candidates;
	•	the scope and costs of development and commercial manufacturing activities;
	•	the cost and timing associated with commercializing our product candidates, if they receive marketing approval;
	•	the extent to which we acquire or in-license other product candidates and technologies;

	•	the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;
	•	our ability to establish and maintain collaborations on favorable terms, if at all;
	•	our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our product candidates and, ultimately, the sale of our products, following FDA approval;
	•	our implementation of operational, financial and management systems; and
	•	the costs associated with being a public company.

	Six Months Ended
	June 30,
	2021			2020
Net cash used in operating activities	$	(1,633,744	)	$	(542,406	)
Net cash used in investing activities		(267,500	)		—
Net cash provided by financing activities		3,298,011			542,406
Net increase in cash and cash equivalents	$	1,396,550		$	—