SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On October 10, 2025, the Company entered into a Securities Purchase Agreement with several institutional and accredited investors for the issuance and sale in a private placement of securities for upfront gross proceeds of approximately $16.6 million (the “Private Placement”). The Securities Purchase Agreement provides for the issuance and sale of (i) the Company’s ordinary shares, no par value per share represented by 15,152 American Depositary Shares (“ADSs”), (ii) prefunded warrants to purchase Ordinary Shares represented by 1,993,939 ADSs, together with (iii) (A) Series H Warrants to purchase Ordinary Shares represented by up to 2,009,091 ADSs, (B) Series I Warrants to purchase Ordinary Shares represented by up to 2,009,091 ADSs, (C) Series J Warrants to purchase Ordinary Shares represented by up to 2,009,091 ADSs, and (D) Series K Warrants to purchase Ordinary Shares represented by up to 2,009,091 ADSs. A holder of any such pre-funded warrants or Series H Warrants, Series I Warrants, Series J Warrants, or Series K Warrants (the “Ordinary Warrants”) may not exercise any portion of such holder’s pre-funded warrants or Ordinary Warrants for ADSs to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares represented by the ADSs issuable upon exercise of the applicable warrant. The pre-funded warrants have an exercise price of $0.0001 per ADS. The pre-funded warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above) and will not expire until exercised in full. In addition, the pre-funded warrants may be exercised, in whole or in part, any time after issuance by means of a cashless exercise. The Ordinary Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above). The Series H Warrants have an exercise price of $9.075 per ADS and may be exercised until the earlier of (i) five (5) years from the Closing Date or (ii) 30 days after the public announcement that the Company has received Type C meeting minutes from the FDA indicating openness to baseline-controlled pivotal studies for QRX003 for the treatment of Netherton Syndrome. The Series I Warrants have an exercise price of $10.3125 per ADS and may be exercised as follows: (i) 50% of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the monotherapy pivotal trial of QRX003 for the treatment of Netherton Syndrome, and (ii) 50% of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the adjuvant pivotal trial of QRX003 for the treatment of Netherton Syndrome. The Series J Warrants have an exercise price of $12.375 per ADS and may be exercised until the earlier of (i) five (5) years from the Closing Date or (ii) 30 days after the public announcement of the receipt of either accelerated or traditional approval by the FDA of QRX003 for the treatment of Netherton Syndrome. The Series K Warrants have an exercise price of $12.375 per ADS and may be exercised until the earlier of (i) five (5) years from the Closing Date or (ii) 30 days after the public announcement of the sale of a Priority Review Voucher (PRV). Dennis Langer, one of the Company’s directors, participated in the Private Placement. Mr. Langer purchased Ordinary Shares represented by 15,152 ADSs and accompanying Ordinary Warrants for a total purchase price of approximately $128,641, at a combined purchase price of $8.49. The Private Placement closed on October 14, 2025. The Company received upfront net proceeds of approximately $15 million from the Private Placement, after deducting estimated offering expenses payable by the Company, including placement agent fees and expenses. Maxim Group LLC served as the exclusive placement agent in connection with the Private Placement and was paid (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the Private Placement (excluding the securities purchased by Mr. Langer, for which no cash fee was received), and (ii) up to $75,000 for legal fees and other out-of-pocket expenses. In and around the closing date of the private placement, the Company also received $3.3 million from the exercise of warrants which had been issued by the Company in December 2024. |