QNRX: Prelim Prospectus

We are offering on a “reasonable best efforts” basis up to $14 million of ordinary shares of Quoin Pharmaceuticals Ltd. represented by American Depositary Shares, or “ADSs,” at an assumed purchase price of $3.85 per ADS, which was the closing price of our ADSs on The Nasdaq Capital Market on August 1, 2022. Each ADS represents five thousand (5,000) ordinary shares. We are also offering on a “reasonable best efforts” basis pre-funded warrants, or “Pre-Funded Warrants,” to purchase up to ordinary shares represented by ADSs. We are offering to certain purchasers whose purchase of ADSs in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants, in lieu of ADSs that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares. The purchase price of each Pre-Funded Warrant is $3.8499 (which is equal to the assumed public offering price per ADS to be sold in this offering minus $0.0001, the exercise price per ADS of each Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis.

Form F-1/A