Quoin Pharmaceuticals Files 8-K with Key Corporate Updates

TL;DR

Quoin Pharma dropped an 8-K detailing exec changes, shareholder votes, and other key biz updates.

AI Summary

Quoin Pharmaceuticals, Ltd. filed an 8-K on August 21, 2025, reporting on events as of August 15, 2025. The filing covers material modifications to security holder rights, departures/elections of officers and directors, matters submitted to a vote, Regulation FD disclosures, 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 operational events, which can impact investor decisions and the company's strategic direction.

Risk Assessment

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

Key Players & Entities

• Quoin Pharmaceuticals, Ltd. (company) — Filer of the 8-K report
• August 15, 2025 (date) — Earliest event date reported in the 8-K
• August 21, 2025 (date) — Date the 8-K was filed
• Cellect Biotechnology Ltd. (company) — Former company name of Quoin Pharmaceuticals
• Cellect Biomed Ltd. (company) — Former company name of Quoin Pharmaceuticals

FAQ

Key Financial Figures

• $125,000 — e annual base retainer was increased to $125,000; and (ii) for the right of each non-emp

Filing Documents

• tm2524078d1_8k.htm (8-K) — 64KB
• tm2524078d1_ex3-1.htm (EX-3.1) — 3KB
• tm2524078d1_ex10-1.htm (EX-10.1) — 160KB
• tm2524078d1_ex99-1.htm (EX-99.1) — 9KB
• lg_quoin-4clr.jpg (GRAPHIC) — 13KB
• 0001104659-25-081480.txt ( ) — 453KB
• qnrx-20250815.xsd (EX-101.SCH) — 3KB
• qnrx-20250815_lab.xml (EX-101.LAB) — 33KB
• qnrx-20250815_pre.xml (EX-101.PRE) — 22KB
• tm2524078d1_8k_htm.xml (XML) — 4KB

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders . Quoin Pharmaceuticals Ltd. ("we," "us," or the "Company") held its 2025 Annual General Meeting of Shareholders (the "Annual Meeting") on August 21, 2025. 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 July 17, 2025 with the Securities and Exchange Commission. 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 2026 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 2,874 ,620 134, 575 74,760 6,415,255 Denise Carter 2,876 ,965 132, 230 74,760 6,415,255 Joseph Cooper 2,874 ,270 134, 855 74,830 6,415,255 James Culverwell 2,863 ,805 145, 390 74,760 6,415,255 Dr. Dennis H. Langer 2,877 ,385 131, 810 74,760 6,415,255 Natalie Leong 2,875 ,215 133, 980 74,760 6,415,255 Michael Sember 2,887 ,325 121, 380 75,250 6,415,255 2. The shareholders approved an amendment to the Company's Amended and Restated Articles of Association, to increase the Company's authorized ordinary share capital from 100,000,000 shares to 5,000,000,000 shares based upon the following votes: For Against Abstain Broker Non-Votes 7,558 ,565 1,939 ,105 1,505 35 3. The shareholders approved the terms of a new Compensation Policy for the Company's Executive Officers and Directors, based upon the following votes: For Against Abstain Broker Non-Votes 1,441 ,860 290, 115 1,351 ,980 6,415,255 4. The shareholders approved the terms of Quoin Pharmaceuticals Ltd. 2025 E

03. Material

Item 3.03. Material Modification to Rights of Security Holders . At the Annual Meeting, shareholders approved an amendment (the "Amendment") to the Company's Amended and Restated Articles of Association, as amended (the "Articles") to increase the Company's authorized ordinary share capital from 100,000,000 shares to 5,000,000,000 shares. A summary of the Amendment and the background of such Amendment is incorporated herein by reference from pages 24-25 of the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, as filed with the Securities and Exchange Commission on July 17, 2025 (the "2025 Proxy Statement"). The Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Appointment of New Chief Financial Officer On August 18, 2025, the Company announced that Sally Lawlor, BCL, FCA has been appointed to serve as the Company's Chief Financial Officer, Principal Financial Officer and Princial Accounting Officer effective as of August 18, 2025 (the "Effective Date"). Ms. Lawlor. (42), has 20 years of experience and financial leadership roles in public and private companies as well as a "Big Four" accounting firm. Ms. Lawlor served as both Senior Director – Group Tax (from January 2023 through August 2025) and Director – Group Tax (December 2021 through January 2023) at Sebela Pharmaceuticals Inc., a pharmaceutical company delivering therapeutic options for gastrointestinal diseases and with a focus on innovation in women's health In her most recent role at Sebela Pharmaceuticals, Ms. Lawlor managed financial reporting under U.S. GAAP and IFRS, oversaw global tax planning and compliance, as well as budgeting, forecasting, and external audits. Prior to Sebela, from December 2017 through September 2021, Ms. Lawlor served in senior tax leadership positions at Aptiv Plc, a global technology company that designs, develops and manufactures software and hardware solutions to enable a safer, greener and more connected future of mobility. Prior thereto, Ms. Lawlor spent eleven years at KPMG advising multinational clients, primarily in the pharmaceutical and technology sectors. Ms. Lawlor is a Fellow of Chartered Accountants Ireland and a member of the Irish Taxation Institute. Ms. Lawlor is the niece of Dr. Michael Myers, the Company's Chairman and Chief Executive Officer. Compensation of the New Chief Financial Officer In connection with Ms. Lawlor's appointment as Chief Financial Officer, the Company (through its wholly owned subsidiary, Quoin Therapeutics (Ireland) Ltd.) and Ms.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 18. 2025, the Company issued a press release announcing the appointment of Ms. Lawlor as the Company's Chief Financial Officer. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended(the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other

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"), and amended at the 2024 AGM. The amendments to the NED Program approved at the Annual Meeting provide that, (i) the annual base retainer was increased to $125,000; and (ii) for the right of each non-employee director to receive all or a portion of his or her Annual Retainer in the form of an option to purchase ADSs under the Company's equity plan. The remaining terms set forth in the NED Program, as approved at the 2022 AGM, and amended at the 2024 AGM, remain unchanged.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 3.1 Amendments to Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on August 21, 2025 10.1 Service Agreement, dated August 18. 2025, by and between Quoin Therapeutics (Ireland) Ltd. and Sally Lawlor 99.1 Press Release dated August 18, 2025 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: August 21, 2025 QUOIN PHARMACEUTICALS LTD. By: /s/ Michael Myers Name: Dr. Michael Myers Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR