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  4. [8-K] Quoin Pharmaceuticals, Ltd. Reports Material Event

Quoin Pharma (NASDAQ: QNRX) lifts board pay ceiling to $250K plus options

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Quoin Pharmaceuticals Ltd. (QNRX) reported results of its 2026 Annual General Meeting held on August 20, 2026. Shareholders approved changes to the Company’s 401(k) plan matching contributions, including for U.S.-based executive officers, as described in the Company’s July 16, 2026 proxy statement.

Shareholders also approved amendments to the non-employee directors’ compensation program, increasing the annual base cash retainer to up to $250,000, with the exact amount to be set each year by the Compensation Committee and the Board. The annual option award value range was set between $20,000 and $200,000, also determined annually at their discretion. Other terms of the program remain unchanged. As of the July 15, 2026 record date, there were 70,294,615 ordinary shares outstanding, represented by 2,008,418 ADSs, entitled to vote at the meeting.

Positive

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Negative

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Filing Explained

The filing adds the director-election vote results: six nominees received 19,425,315–19,774,790 votes for and 114,660–464,100 against, while Natalie Leong received 16,807,490 for and 3,081,925 against.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Ordinary shares outstanding 70,294,615 ordinary shares Issued, outstanding and entitled to vote as of July 15, 2026 record date
ADSs representing ordinary shares 2,008,418 ADSs ADSs representing the ordinary shares entitled to vote as of July 15, 2026
Non-employee director annual base retainer up to $250,000 Maximum annual base retainer under amended NED Program, set annually at discretion
Non-employee director annual option award range (minimum) $20,000 Minimum value for annual option awards under amended NED Program
Non-employee director annual option award range (maximum) $200,000 Maximum value for annual option awards under amended NED Program
Votes for Dr. Michael Myers 19,774,790 for; 114,660 against; 10,850 abstain; 16,285,325 broker non-votes Director election voting results at 2026 Annual General Meeting
Annual General Meeting of Shareholders regulatory
"held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”)"
American Depositary Shares financial
"American Depositary Shares, each representing thirty-five (35) Ordinary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes Dr. Michael Myers"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-employee directors’ compensation program financial
"amendments to the Company’s non-employee directors’ compensation program (the “NED Program”)"
Compensation Committee regulatory
"determined annually at the discretion of the Compensation Committee and the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

What did QNRX shareholders approve regarding the 401(k) plan at the 2026 Annual General Meeting?
Shareholders approved changes to the matching contributions under Quoin Pharmaceuticals’ 401(k) plan, including for its U.S.-based executive officers. The company states that a summary of these changes is provided on page 26 of its definitive proxy statement filed on July 16, 2026.

How did QNRX change non-employee director cash compensation?
Quoin Pharmaceuticals’ shareholders approved an amendment so the annual base retainer for non-employee directors can be set at up to $250,000 per year. The specific amount within this cap will be determined annually at the discretion of the Compensation Committee and the Board.

What is the new option award range for QNRX non-employee directors?
The amendments set the annual option award value for non-employee directors between $20,000 and $200,000. The exact value within this range is to be determined each year by the Compensation Committee and the Board, with all other program terms remaining unchanged.

How many QNRX shares were entitled to vote at the 2026 Annual Meeting?
As of the July 15, 2026 record date, there were 70,294,615 ordinary shares of Quoin Pharmaceuticals issued, outstanding, and entitled to vote, represented by 2,008,418 American Depositary Shares (ADSs) at the Annual General Meeting held on August 20, 2026.

Were Quoin Pharmaceuticals directors re-elected at the 2026 Annual Meeting?
Shareholders voted on the election of directors, with individual vote totals reported. For example, Dr. Michael Myers received 19,774,790 votes for, 114,660 against, and 10,850 abstentions, along with 16,285,325 broker non-votes, indicating his re-election.

What securities of QNRX are listed on Nasdaq?
Quoin Pharmaceuticals has American Depositary Shares (ADSs), each representing thirty-five (35) ordinary shares, listed on The Nasdaq Stock Market LLC under the trading symbol QNRX. The underlying ordinary shares have no par value per share.

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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 20, 2026

 

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.

 

Changes to 401(k) Plan

 

Quoin Pharmaceuticals Ltd. (“we,” “us,” or the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) on August 20, 2026. At the Annual Meeting, shareholders approved changes to the matching contributions payable pursuant to the Company’s 401(k) plan, including to the Company’s U.S.-based executive officers. A summary of the changes to such 401(k) Plan is incorporated herein by reference from page 26 of the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on July 16, 2026, with the Securities and Exchange Commission (the “Proxy Statement”).

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

During the Annual Meeting, on August 20, 2026, shareholders were asked to consider and vote upon five proposals. These matters are described in detail in the Proxy Statement.

 

On the record date of July 15, 2026, there were 70,294,615 ordinary shares issued and outstanding and entitled to vote at the Annual Meeting, represented by 2,008,418 ADSs. For each proposal, the results of the shareholder voting were as follows:

 

1.The shareholders elected the following directors to serve as a director of the Company until the Company’s next annual general 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 19,774,790 114,660 10,850 16,285,325
Denise Carter 19,432,490 456,715 10,885 16,285,535
Joseph Cooper 19,425,385 464,030 10,885 16,285,325
James Culverwell 19,425,315 464,100 10,885 16,285,325
Dr. Dennis H. Langer 19,425,595 463,820 10,885 16,285,325
Natalie Leong 16,807,490 3,081,925 10,885 16,285,325
Michael Sember 19,425,385 464,030 10,885 16,285,325

 

2.The shareholders approved, on an advisory basis, the terms of the compensation of the Company’s named executive officers, as described in the Proxy Statement, based upon the following votes:

 

For Against Abstain Broker Non-Votes
18,127,445 556,430 1,216,425 16,285,325

 

3.The shareholders approved changes to the Company’s non-employee directors’ compensation program, as described in the Proxy Statement, based upon the following votes:

 

For Against Abstain Broker Non-Votes
16,365,160 3,517,080 18,060 16,285,325

 

4.The shareholders approved changes to the matching contributions payable pursuant to the Company’s 401(k) plan, including to the Company’s U.S.-based executive officers, as described in the Proxy Statement, based upon the following votes:

 

For Against Abstain Broker Non-Votes
19,245,870 623,070 24,465 16,292,220

  

 

 

 

5.The appointment of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm until the Company’s next annual general meeting of shareholders, based upon the following votes:

 

For Against Abstain Broker Non-Votes
35,488,320 697,130 175 0

 

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 the amendments to the NED Program that were approved by our shareholders at the annual shareholder meetings held in 2023, 2024 and 2025. The amendments to the NED Program approved at the Annual Meeting provide that (i) the annual base retainer be increased to up to $250,000, which amount shall be determined annually at the discretion of the Compensation Committee and the Board; and (ii) the range of values for the annual award of options be increased to no less than $20,000 and no more than $200,000, 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 and as amended to date, remain unchanged.

  

 

 

 

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 20, 2026 QUOIN PHARMACEUTICALS LTD.
   
  By: /s/ Sally Lawlor
  Name: Sally Lawlor
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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