Quoin Pharmaceuticals Ltd. filed a Form 8-K on November 4, 2026, disclosing its entry into an at-the-market sales agreement with Leerink Partners LLC to sell American Depositary Shares from time to time on Nasdaq.

Key Highlights

  • Sales Agreement signed: Quoin Pharmaceuticals entered into the Sales Agreement with Leerink Partners LLC on November 4, 2026, designating Leerink Partners as agent for ADS sales.
  • ADS structure: Each American Depositary Share represents 35 of the company's ordinary shares, no par value per share.
  • Agent compensation: Leerink Partners will receive 3.0% of the gross sale proceeds of all ADSs sold through it under the Sales Agreement.
  • Offering method: Sales will be made as "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act, including directly on Nasdaq or any other trading market for the company's ADSs.
  • Registration Statement effective: The ADSs are to be offered under Form S-3 (File No. 333-299668), originally filed October 28, 2026, and declared effective November 4, 2026.
  • Termination rights: Either party may terminate the Sales Agreement at its sole discretion at any time upon written notice as specified in the agreement.

Quoin Pharmaceuticals Establishes At-the-Market ADS Facility with Leerink Partners

According to the filing, Quoin Pharmaceuticals Ltd. (NASDAQ:QNRX), incorporated in Israel, entered into a Sales Agreement with Leerink Partners LLC on November 4, 2026. Under the agreement, the company may sell, from time to time, American Depositary Shares through Leerink Partners acting as agent. Each ADS represents 35 of the company's ordinary shares, no par value. The filing states that sales will be conducted as at-the-market offerings as defined under Rule 415(a)(4) of the Securities Act of 1933, as amended, including sales made directly on Nasdaq or any other trading market for the company's ADSs.

The filing discloses that Leerink Partners will use "commercially reasonable efforts consistent with its normal trading and sales practices" to place ADSs requested to be sold by the company. As compensation, the agent will receive 3.0% of gross sale proceeds from all ADSs sold through it under the Sales Agreement. The company also agreed to provide indemnification and contribution to the agent against certain liabilities, including under the Securities Act and the Securities Exchange Act of 1934, as amended.

The filing notes that the ADSs will be offered and sold pursuant to Quoin's Registration Statement on Form S-3 (File No. 333-299668), which was originally filed with the SEC on October 28, 2026, and declared effective on November 4, 2026. A base prospectus and a prospectus supplement, both dated November 4, 2026, accompany the offering. The Sales Agreement was signed by Dr. Michael Myers, Chief Executive Officer, on behalf of the company. The full text of the Sales Agreement is filed as Exhibit 1.1, and a legal opinion from Meitar | Law Offices, Givatayim, Israel, is filed as Exhibit 5.1.

What Was Disclosed

Quoin Pharmaceuticals disclosed a new at-the-market sales agreement with Leerink Partners LLC, authorizing periodic ADS sales on Nasdaq at a 3.0% agent commission, under a Registration Statement effective November 4, 2026.