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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 15, 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 5.07. 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 Equity Incentive Plan, based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes |
| 2,559 ,900 |
429, 135 |
94,9 20 |
6,415,255 |
5. The
shareholders approved the changes to the Company’s non-employee directors’ compensation program, based upon the following
votes:
| For |
Against |
Abstain |
Broker Non-Votes |
| 2,515 ,660 |
422, 345 |
145, 950 |
6,415,255 |
6. The
shareholders approved certain option grants to certain non-employee directors, based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes |
| 2,706 ,865 |
247, 380 |
129, 710 |
6,415,255 |
7. The
shareholders approved the appointment of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm
until the 2026 annual general meeting of shareholders, based upon the following votes.
| For |
Against |
Abstain |
Broker Non-Votes |
| 8,772 ,960 |
409, 220 |
317, 030 |
0 |
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
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. Lawlor entered into a Service Agreement, dated as of August 18, 2025 (the “Service Agreement”). The Service
Agreement provides that Ms. Lawlor will be paid an initial base salary of €380,000 per year. In addition, the Service Agreement provides
that:
| · | The Company may, at its absolute discretion, pay the Executive an annual performance related bonus (which
shall not qualify as pensionable remuneration) of up to 50% of the Executive’s salary in an amount to be determined by the Compensation
Committee of Board. |
| · | Pension Scheme - The Company has arranged for the provision of a PRSA scheme. On the completion of 6 months
satisfactory service and subject to the rules of the PRSA the Company will contribute 5% of gross basic salary matched by a 5% contribution
by Ms. Lawlor to the PRSA. |
| · | Health Insurance - The Company will contribute a sum of 5000 Euros to Ms. Lawlor’s health insurance
scheme. |
| · | Ms. Lawlor shall be entitled to 28 days' annual leave (in addition to statutory public holidays) in each
calendar year. |
In addition, the Service
Agreement contains standard non-competition, non-solicitation, confidentiality and other similar restrictive covenants typically included
in agreements of this type.
The above summary of
Ms. Lawlor’s Service Agreement is qualified in its entirety by reference to the complete text of the Service Agreement, which is
filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Mutual Separation
of Prior Chief Financial Officer
As previously reported,
on July 3, 2025, the Company and Gordon Dunn, the Company’s prior Chief Financial Officer, agreed to a mutual separation later this
year. Mr. Dunn was to continue as Chief Financial Office of the Company until his successor was appointed. As a result of Ms Lawlor’s
appointment, Mr. Dunn’s last day as Chief Financial Officer of the Company was August 15, 2024.
In connection with this
mutual separation, the Company and Mr. Dunn anticipate entering into a separation agreement. The separation agreement entered into between
the Company and Mr. Dunn, if and when finalized and executed, will be filed as an exhibit to a Form 8-K or the Company’s next periodic
report.
Adoption of new
Compensation Policy for the Company’s Executive Officers and Directors
On August 21, 2025, at the Annual Meeting, shareholders approved a
new Compensation Policy for the Company’s Executive Officers and Directors (“New Compensation Policy”). A summary of
the material terms of the New Compensation Policy is incorporated herein by reference from pages 26-28 of the Company’s 2025 Proxy
Statement. The summary of the New Compensation Policy included in the 2025 Proxy Statement is not intended to be complete and is qualified
in its entirety by reference to the New Compensation Policy. The New Compensation Policy is attached as Annex A to the 2025 Proxy
Statement and incorporated by reference herein.
Adoption of 2025 Equity
Incentive Plan
On August 21, 2025, at the Annual Meeting, shareholders approved the
Quoin Pharmaceuticals Ltd. 2025 Equity Incentive Plan (the “2025 Plan”). A summary of the material terms of the 2025 Plan
is incorporated herein by reference from pages 29-35 of the Company’s 2025 Proxy Statement. The summary of the 2025 Plan included
in the 2025 Proxy Statement is not intended to be complete and is qualified in its entirety by reference to the 2025 Plan. The 2025
Plan is attached as Annex B to the 2025 Proxy Statement and incorporated by reference herein.
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.
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.
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
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 |
