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

Rhea-AI Filing Summary

Quoin Pharmaceuticals Ltd. (NASDAQ: QNRX) filed a Form 8-K to announce that its Board has scheduled the 2025 Annual General Meeting of Shareholders ("2025 AGM") for August 21, 2025. Because this date is more than 30 days earlier than the anniversary of the 2024 AGM, previously disclosed shareholder-proposal deadlines are no longer valid.

Revised submission windows:

• Rule 14a-8 proposals: must be received by June 30, 2025 for inclusion in the Company’s proxy materials.
• Universal proxy (Rule 14a-19) director nominations: notice must also be delivered by June 30, 2025, the 10th calendar day after this report’s public announcement.

No financial results, transactions, or strategic changes were disclosed. The filing is primarily a procedural notice affecting shareholders who intend to submit proposals or nominate directors.

Insights

Corporate Governance Expert

TL;DR: Date shift advances AGM; new June 30 deadlines for Rule 14a-8 and universal proxy notices—purely procedural, minimal valuation impact.

The accelerated 2025 AGM date obliges shareholders to act within a condensed 12-day window. While the company complies with SEC requirements by issuing this 8-K, the event carries no immediate operational or financial consequences. Governance-focused investors should note the shorter timeline but overall market impact remains neutral.

Portfolio Manager

TL;DR: Routine governance update; no earnings or strategic signals—expect negligible share-price reaction.

This disclosure merely resets proposal cut-off dates due to an earlier AGM. Absent financial data or corporate actions, I view the announcement as housekeeping. Portfolio allocation decisions for QNRX should continue to hinge on pipeline milestones and capital structure, neither of which are addressed here.

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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): June 18, 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 8.01. Other Events.

On June 18, 2025, the Board of Directors (the “Board”) of Quoin Pharmaceuticals Ltd. (the “Company”) set the meeting date for the 2025 Annual General Meeting of Shareholders (“2025 AGM”), as August 21, 2025. Because the scheduled date of the 2025 AGM is more than 30 days prior to the anniversary of the Company’s 2024 Annual General Meeting of Shareholders, the Company is filing this Current Report on Form 8-K to provide notice of certain revised deadlines for the submission of shareholder proposals in connection with the 2025 AGM.

Because the scheduled date of the 2025 AGM is more than 30 days prior to the anniversary of the Company’s 2024 Annual General Meeting of Shareholders, prior disclosed deadlines regarding the submission of shareholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the 2025 AGM are no longer applicable. In order for a shareholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2025 AGM, such proposal must be received by the Company by June 30, 2025. The Company has determined that June 30, 2025 is a reasonable time before the Company plans to begin printing and mailing its proxy materials.

 In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by June 30, 2025, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2025 AGM.

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: June 20, 2025	QUOIN PHARMACEUTICALS LTD.
	By:	/s/ Michael Myers
	Name:	Michael Myers
	Title:	Chief Executive Officer

FAQ

When is Quoin Pharmaceuticals' 2025 AGM scheduled?

August 21, 2025.

What is the new deadline for submitting Rule 14a-8 shareholder proposals to QNRX?

Proposals must reach the company by June 30, 2025.

By what date must shareholders provide universal proxy Rule 14a-19 notices?

Notices must be delivered no later than June 30, 2025.

Does the 8-K disclose any financial results or transactions for Quoin Pharmaceuticals?

No. The filing is limited to AGM scheduling and procedural deadlines.

Why are previous proposal deadlines no longer applicable for QNRX's 2025 AGM?

Because the 2025 AGM will occur more than 30 days before the anniversary of the 2024 AGM, triggering new SEC timeline requirements.