[8-K] Quoin Pharmaceuticals, Ltd. American Reports Material Event

Rhea-AI Filing Summary

Quoin Pharmaceuticals reported the separation of an executive under a Separation Agreement that provides three key elements: a cash payment of $433,620 to be delivered in equal bi-weekly installments in lieu of 12 months' notice; a $108,405 bonus for the 2024 financial year to be paid in a lump sum on the one-year anniversary of the Separation Agreement's effective date; and an amendment to outstanding vested non-qualified stock options that extends the post-termination exercise window from 90 days to 1 year and 9 months. The filing is signed by Dr. Michael Myers, Chief Executive Officer, and includes an Inline XBRL cover page reference.

Positive

• Defined cash obligations with specified amounts ($433,620 severance; $108,405 bonus) provide clarity on near-term liabilities
• Extension of option exercise period from 90 days to 1 year and 9 months preserves vested equity value for the departing executive and reduces immediate dispute risk

Negative

• Cash outflow of $542,025 in defined payments may affect near-term liquidity, though the filing does not state materiality relative to company finances
• Extended option window could increase potential dilution or lengthen accounting recognition periods; no disclosure of number of options affected

Insights

Corporate Governance Expert

TL;DR: The separation agreement is a standard executive departure package balancing cash severance and equity preservation for the departing executive.

The arrangement provides immediate cash via installment severance and a deferred bonus, while extending the option exercise period to preserve the value of vested equity for the former executive. From a governance perspective, these terms are common for executive separations and aim to avoid forced option forfeiture that could lead to disputes. The filing does not disclose the executive's title, broader compensation context, or aggregate impact on outstanding equity, limiting assessment of materiality to shareholders.

Compensation Analyst

TL;DR: The package mixes severance cash, a deferred bonus, and extended option rights; cash outlay is defined but overall cost impact is unclear.

The specified severance ($433,620) and bonus ($108,405) are explicit and structured to be paid over time, which can help manage near-term cash flow. Extending the post-termination exercise period from 90 days to 1 year and 9 months increases the duration over which the executive may convert options, potentially affecting long-term dilution and accounting treatment. The company did not provide context such as the executive's role, total compensation, or whether similar terms apply to others.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2025

QUOIN PHARMACEUTICALS LTD.

(Translation of registrant’s name into English)

State of Israel		001-37846		92-2593104
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

42127 Pleasant Forest Court Ashburn, VA		20148-7349
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 980-4182

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American Depositary Shares, each representing Thirty-five (35) Ordinary Shares, no par value per share		QNRX		The Nasdaq Stock Market LLC
Ordinary Shares, no par value per share*				N/A

* Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securities and Exchange Commission.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on July 3, 2025, Quoin Pharmaceuticals Ltd. (the “Company”) and Gordon Dunn, the Company’s prior Chief Financial Officer, agreed to a mutual separation. Mr. Dunn’s last day as Chief Financial Officer of the Company was August 15, 2025. In connection with such separation, on August 21, 2025, the Company, through its subsidiary Quoin Pharmaceuticals, Inc., entered into a Settlement Agreement, effective as of August 15, 2025 (the “Separation Agreement”), with Mr. Dunn. Pursuant to the Separation Agreement, Mr. Dunn’s employment with the Company terminated as of August 15, 2025. The Separation Agreement provides that Mr. Dunn shall receive

	·	a payment of $433,620 in equal bi-weekly installments (less legally required deductions) in lieu of his entitlement to 12 months’ notice under the Service Agreement, dated as of November 1, 2021, by and between the Company and Mr. Dunn,
	·	a bonus of $108,405 for the 2024 financial year (less legally required deductions) to be paid in a lunp sum on the one year anniversary of the effective date of the Separation Agreement; and
	·	the terms of any outstanding vested but unexercised non-qualified stock options held by Mr. Dunn were amended to extend the post-termination time period in which to exercise such options from 90 days to 1 year and 9 months.

The Separation Agreement also contains a release of claims provision. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Settlement Agreement, effective August 15, 2025, by and between Quoin Pharmaceuticals, Inc., and Gordon Dunn
104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

*Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.  

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 27, 2025	QUOIN PHARMACEUTICALS LTD.
	By:	/s/ Michael Myers
	Name:	Dr. Michael Myers
	Title:	Chief Executive Officer

FAQ

What separation payments did Quoin Pharmaceuticals (QNRX) disclose?

The company disclosed a severance payment of $433,620 payable in equal bi-weekly installments and a $108,405 bonus for 2024 to be paid in a lump sum on the one-year anniversary of the Separation Agreement.

How were the executive's stock options affected in the Quoin Pharmaceuticals 8-K?

Outstanding vested non-qualified stock options were amended to extend the post-termination exercise period from 90 days to 1 year and 9 months.

Who signed the 8-K filing for Quoin Pharmaceuticals (QNRX)?

The filing is signed by Dr. Michael Myers, Chief Executive Officer.

Does the filing specify the executive's title or the effective date of the Separation Agreement?

The filing does not specify the departing executive's title or the effective date of the Separation Agreement within the provided content.

Will the severance and bonus be paid immediately?

The severance of $433,620 is to be paid in equal bi-weekly installments; the $108,405 bonus is to be paid in a lump sum on the one-year anniversary of the Separation Agreement's effective date.