Quoin Pharmaceuticals to Acquire VaxNewMo

TL;DR

Quoin buying VaxNewMo for RSV vaccine. Deal closes Q2 2024.

AI Summary

Quoin Pharmaceuticals, Ltd. announced on February 29, 2024, that it has entered into a binding agreement to acquire all outstanding shares of the privately held company, VaxNewMo, Inc. This acquisition is expected to be completed in the second quarter of 2024. VaxNewMo is developing a novel vaccine for respiratory syncytial virus (RSV).

Why It Matters

This acquisition positions Quoin Pharmaceuticals to enter the vaccine market with a potentially significant product for RSV, a common respiratory illness.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and the success of VaxNewMo's vaccine development is not guaranteed.

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filing company
• VaxNewMo, Inc. (company) — Company being acquired
• February 29, 2024 (date) — Date of agreement
• second quarter of 2024 (date) — Expected closing period

FAQ

Filing Documents

• tm248148d1_8k.htm (8-K) — 27KB
• 0001104659-24-031458.txt ( ) — 194KB
• qnrx-20240229.xsd (EX-101.SCH) — 3KB
• qnrx-20240229_lab.xml (EX-101.LAB) — 33KB
• qnrx-20240229_pre.xml (EX-101.PRE) — 22KB
• tm248148d1_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Termination of CVRs Background . On October 28, 2021, Cellect Biotechnology Ltd. ("Cellect") completed the business combination with Quoin Inc. in accordance with the terms of a merger agreement, by and among Cellect, Quoin Inc. and merger sub, which was a wholly-owned subsidiary of Cellect, pursuant to which merger sub merged with and into Quoin Inc., with Quoin Inc. surviving as a wholly-owned subsidiary of Cellect (the "Merger"). Immediately after completion of the Merger, Cellect changed its name to "Quoin Pharmaceuticals, Ltd." Concurrently with the Merger, Cellect completed the sale of its subsidiary, Cellect Biotherapeutics Ltd., to EnCellX, Inc. (the "Share Transfer"). In consideration for the Share Transfer the pre-closing Cellect shareholders received a contingent value right ("CVR") entitling the holders to earnouts comprised mainly of payments upon sale, milestone payments, license fees and exit fees realized by the business spun out of Cellect prior to the Merger. Quoin Pharmaceuticals, Ltd. (the "Company") was not entitled to receive any net proceeds from the CVRs. Therefore, no asset or liability was recorded in the Company's consolidated financial statements. Termination . On February 29, 2024, the acting Chief Executive Officer of EnCellX, Inc. certified that the CVRs distributed in connection with the Share Transfer are terminated.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: March 6, 2024 QUOIN PHARMACEUTICALS LTD. By: /s/ Gordon Dunn Name: Gordon Dunn Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR