Quoin Pharmaceuticals, Ltd. announced that it has entered into a Purchase Agreement with new investor Alumni Capital LP to issue American Depositary Shares for the gross proceeds of $8,000,000 on January 25, 2024. The purchase price per share of the ADSs that may be sold under the Purchase Agreement in such purchases will equal, at the company?s election to 90% of the lowest daily dollar volume-weighted average price for the ADSs on Nasdaq for the five consecutive trading days immediately prior to the closing date for the purchase or the lesser of the average of the three lowest closing prices per ADS on Nasdaq for the ten consecutive trading days immediately prior to the date the company gives a purchase notice to Alumni or the lowest trading price per ADS on Nasdaq on the date the company gives a purchase notice to Alumni or 98% of the lowest daily dollar volume-weighted average price of the ADSs for the three consecutive trading days immediately prior to the closing date for the purchase. With respect to Purchase Price Option I, investor's maximum commitment under any single purchase will not exceed a number of ADSs equal to $500,000 divided by the dollar volume-weighted average price for the ADSs on Nasdaq as of the trading day prior to the date the company gives a purchase notice to Alumni, unless the company and Alumni mutually agree in writing to increase the limitation to a number of ADSs not to exceed $5,000,000 divided by the dollar volume-weighted average price for the ADSs on Nasdaq as of the trading day prior to the date the company gives a purchase notice to Alumni.
With respect to Purchase Price Option II, Alumni?s maximum commitment under any single purchase will not exceed the lesser of a number of ADSs equal to 2% of the Commitment Amount divided by the closing price per ADS on Nasdaq on the trading day immediately prior to the date the initial Commitment Securities are issued or a number of ADSs equal to $500,000 divided by the purchase price under Purchase Price Option II and with respect to Purchase Price Option III, Alumni?s maximum commitment under any single purchase will not exceed the lesser of 60% of the average daily trading volume of the Company?s ADSs on Nasdaq over the most recent three trading days prior to the date the Company gives a purchase notice to Alumni, or a number of ADSs equal to $500,000 divided by the dollar volume-weighted average price for the ADSs on Nasdaq as of the trading day prior to the date the Company gives a purchase notice to Alumni. The ADSs to be issued under the Purchase Agreement will be sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.