Quoin Pharmaceuticals Files 8-K on Corporate Events

TL;DR

Quoin Pharma dropped an 8-K detailing director changes, shareholder votes, and other key corporate events from Dec 5th.

AI Summary

Quoin Pharmaceuticals, Ltd. filed an 8-K on December 10, 2024, reporting on events that occurred on December 5, 2024. The filing covers material modifications to security holder rights, changes in directors and officers, matters submitted to a vote, and other events. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Quoin Pharmaceuticals' corporate governance and strategic decisions, which could impact its stock performance and investor confidence.

Risk Assessment

Risk Level: medium — 8-K filings often contain significant corporate news that can lead to stock price volatility.

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filer of the 8-K report.
• Cellect Biotechnology Ltd. (company) — Former name of Quoin Pharmaceuticals, Ltd.
• Cellect Biomed Ltd. (company) — Former name of Quoin Pharmaceuticals, Ltd.
• December 5, 2024 (date) — Earliest event date reported in the 8-K.
• December 10, 2024 (date) — Date the 8-K was filed.

FAQ

Key Financial Figures

• $662,475 — d Dr. Myers' 2024 annual base salary at $662,475 (retroactive to January 1, 2024), (ii)
• $301,125 — r Dr. Myers for fiscal 2023 services of $301,125; and (iii) granted Dr. Myers an option
• $0.78 — "Plan"),with an exercise price equal to $0.78 per ADS, the fair market value on the d
• $529,980 — Ms. Carter's 2024 annual base salary at $529,980 (retroactive to January 1, 2024), (ii)
• $240,900 — Ms. Carter for fiscal 2023 services of $240,900; and (iii) granted Ms. Carter an option
• $433,620 — n Dunn, our Chief Financial Officer, at $433,620 (retroactive to January 1, 2024), (ii)
• $197,100 — or Mr. Dunn for fiscal 2023 services of $197,100; and (iii) granted Mr. Dunn an option t
• $82,500 — e annual base retainer was increased to $82,500; and (ii) the annual option grant was c
• $20,000 — lue to a varying amount of no less than $20,000 and no more than $60,000, with such val
• $60,000 — f no less than $20,000 and no more than $60,000, with such value being determined annua

Filing Documents

• tm2430603d1_8k.htm (8-K) — 71KB
• tm2430603d1_ex3-1.htm (EX-3.1) — 7KB
• 0001104659-24-127208.txt ( ) — 255KB
• qnrx-20241205.xsd (EX-101.SCH) — 3KB
• qnrx-20241205_lab.xml (EX-101.LAB) — 33KB
• qnrx-20241205_pre.xml (EX-101.PRE) — 22KB
• tm2430603d1_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. Quoin Pharmaceuticals Ltd. ("we," "us," or the "Company") held its 2024 Annual General Meeting of Shareholders (the "Annual Meeting") on December 5, 2024. At the Annual Meeting, shareholders approved certain amendments (the "Amendments") to the Company's Amended and Restated Articles of Association, as amended (the "Articles") including (i) an amendment to the special general meeting provision which conforms the ability of shareholders to request the Board to convene a special meeting to the provisions contained in the Israeli Companies Regulations (Relief for Companies with Securities Listed for Trading on a Foreign Stock Exchange) , and (ii) an amendment to Section 22(b) of the Articles whereby the requisite quorum will be 33 1/3% (the quorum requirement for domestic filing companies under Nasdaq current corporate governance rules) unless the Company qualifies as a "foreign private issuer" under U.S. federal securities laws and the general meeting is convened pursuant to a resolution of the Board, in which case the requisite quorum will be 25% of the Company's shares entitled to vote at a general meeting of the shareholders. A summary of the Amendments and the background of such Amendments is incorporated herein by reference from pages 23-24 of the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, as filed with the Securities and Exchange Commission on October 24, 2024 . The Amendments are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Compensation Program for Dr. Michael Myers At the Annual Meeting, the Company's shareholders approved a compensation program for the Company's Chief Executive Officer and Chairman of the Board, Dr. Michael Myers. The program sets forth the following compensation limitations applicable to Dr. Myers which the Compensation Committee and the Board can utilize in setting Dr. Myers' compensation, beginning with the compensation to be paid in fiscal 2024, without the need to obtain further shareholder approval: (i) an annual increase of base salary of up to 15% of Dr. Myers' then effective base salary; (ii) an annual cash bonus of up to 50% of Dr. Myers' annual base salary during the fiscal year for which the annual cash bonus is paid (for example, Dr. Myers' bonus to be paid in fiscal 2025 for fiscal 2024 services would be based upon a percentage, up to 50%, of Dr. Myers' annual base salary in fiscal 2024); and (iii) an annual equity grant in any form permitted under the Company's equity incentive plan in effect from time to time with an annual value (determined in accordance with the Black-Scholes formula or another widely accepted and suitable formula for calculating the value of equity awards) of up to 500% of the maximum total fixed component (base salary and benefits) to which Dr. Myers is entitled in the grant year. (together the "CEO Compensation Program"). In setting future compensation for Dr. Myers consistent with the terms of the CEO Compensation Program, the Compensation Committee and the Board will continue to annually review market competitive compensation as a reference, individual performance, the need to have appropriate incentives for our officers, and Dr. Myers' experience and expected contributions. On December 9, 2024, the Compensation Committee and the Board took the following action

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. During the Annual Meeting, shareholders were asked to consider and vote upon seven proposals. These matters are described in detail in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on October 24, 2024 with the Securities and Exchange Commission. On the record date of October 21, 2024, there were 5,049,720 ordinary shares issued and outstanding and entitled to vote at the Annual Meeting, represented by 5,049,720 ADSs (assuming all ordinary shares are represented by ADSs). For each proposal, the results of the shareholder voting were as follows: 1. The shareholders elected the following directors to serve on Quoin's Board of Directors until Quoin's 2025 annual meeting of shareholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation or retirement, based upon the following votes: Directors For Against Abstain Broker Non-Votes Dr. Michael Myers 335,814 58,696 37,833 1,274,513 Denise Carter 334,551 59,959 37,833 1,274,513 Joseph Cooper 327,567 66,143 38,633 1,274,513 James Culverwell 335,593 58,917 37,833 1,274,513 Dr. Dennis H. Langer 334,852 59,658 37,833 1,274,513 Natalie Leong 327,430 67,080 37,833 1,274,513 Michael Sember 335,521 58,989 37,833 1,274,513 2. The shareholders approved certain amendments to the Company's Amended and Restated Articles of Association, as amended, based upon the following votes: For Against Abstain Broker Non-Votes 338,751 53,072 40,520 1,274,513 3.The shareholders approved the terms of a compensation program for Dr. Michael Myers, the Company's Chief Executive Officer and Chairman, based upon the following votes: For Against Abstain Broker Non-Votes 264,179 90,283 30,629 1,274,513 4.The shareholders approved the terms of a compensation program for Denise Carter, the Company's Chief Operati

01. Other Events

Item 8.01. Other Events. At the Annual Meeting, shareholders approved certain amendments to the Company's non-employee directors' compensation program (the "NED Program"), which was previously approved by the Company's shareholders at the Annual General Meeting held on April 12, 2022 (the "2022 AGM"). The amendments to the NED Program approved at the Annual Meeting provide that, (i) the annual base retainer was increased to $82,500; and (ii) the annual option grant was changed from a fixed value to a varying amount of no less than $20,000 and no more than $60,000, with such value being determined annually at the discretion of the Compensation Committee and the Board. The remaining terms set forth in the NED Program, as approved at the 2022 AGM, remain unchanged. On December 9, 2029, the Compensation Committee and the Board granted each non-employee director an option to purchase 57,014 ADSs under Quoin's Plan, with an exercise price equal to $0.78 per ADS, the fair market value on the date of grant.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendments to Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on December 5, 2024. 104 Cover Page Interactive Data file (embedded within the Inline XBRL document)

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: December 10, 2024 QUOIN PHARMACEUTICALS LTD. By: /s/ Gordon Dunn Name: Gordon Dunn Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR