[Form 4] Quoin Pharmaceuticals, Ltd. American Insider Trading Activity

Rhea-AI Filing Summary

Anthony James Culverwell, a director of Quoin Pharmaceuticals, Ltd. (QNRX), was granted a stock option on 08/21/2025 covering 13,682 American Depositary Shares (ADSs) with an exercise price of $9.07 per ADS. Each ADS represents 35 ordinary shares, so the option covers the ADS-denominated equivalent of the underlying ordinary shares.

The option was approved by the Compensation Committee and Board on 05/29/2025 and became effective upon shareholder approval on 08/21/2025. The award vests over four annual installments: 20% vesting on each of 05/29/2026, 05/29/2027 and 05/29/2028, and 40% vesting on 05/29/2029. The reported ownership following the grant is 13,682 ADSs, held directly.

Positive

• Board alignment: Award links director compensation to share performance, aligning interests with shareholders
• Governance approvals: Grant approved by Compensation Committee, Board and shareholders, showing procedural oversight
• Retention structure: Multi‑year vesting schedule encourages long‑term commitment

Negative

• Dilution unknown: Filing does not disclose total outstanding ADSs or plan pool, so potential dilution impact is unclear
• Back‑loaded vesting: 40% vesting in final year concentrates value later, which may delay full alignment for early periods

Insights

Financial Analyst

TL;DR: Director received a time‑based option grant for 13,682 ADSs at $9.07, intended for retention and alignment with shareholders.

The option grant is a standard compensation tool to align a director's interests with shareholders and to retain board members over a multi‑year period. The exercise price of $9.07 establishes the economic threshold for value realization, and the four‑year vesting schedule front‑loads no early large payouts, concentrating value toward the final two years. The grant size (13,682 ADSs) should be evaluated against total outstanding ADSs for dilution impact, which is not provided in this filing.

Corporate Governance Expert

TL;DR: Approval path shows committee, board and shareholder sign‑off; vesting schedule is conventional for director equity awards.

The award was approved by both the Compensation Committee and Board and required shareholder approval, indicating procedural governance steps were followed. The vesting schedule (20%/20%/20%/40%) is slightly back‑loaded, which may incentivize longer tenure. The filing discloses direct beneficial ownership post‑grant but does not include aggregate insider holdings or plan limits, limiting assessment of governance concentration or anti‑dilution protections.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Culverwell Anthony James

(Last) (First) (Middle)

C/O QUOIN PHARMACEUTICALS LTD.,

42127 PLEASANT FOREST COURT

(Street)

ASHBURN VA 20148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quoin Pharmaceuticals, Ltd. [ QNRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (Right to Buy)	$9.07(1)	08/21/2025(2)		A		13,682(1)		(3)	05/28/2035	ADS(1)	13,682(1)	$0	13,682(1)	D

Explanation of Responses:

1. The number of securities underlying the option and the exercise price are listed in terms of American Depositary Shares ("ADSs"). Each ADS represents thirty-five ordinary shares of the Issuer.

2. The option grant was approved by the Compensation Committee and the Board on May 29, 2025, subject to shareholder approval. The Company's shareholder's approved this option grant on August 21, 2025.

3. The option vests in four annual installments with 20% vesting on each of May 29, 2026, 2027 and 2028 and 40% vesting on May 29, 2029.

	/s/ Anthony James Culverwell	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What option grant did QNRX director Anthony James Culverwell receive?

He received an option to purchase 13,682 ADSs with an exercise price of $9.07 per ADS.

When does the QNRX option vest and what is the schedule?

The option vests over four years: 20% on 05/29/2026, 20% on 05/29/2027, 20% on 05/29/2028, and 40% on 05/29/2029.

How many ordinary shares does each QNRX ADS represent?

Each ADS represents 35 ordinary shares of Quoin Pharmaceuticals.

Was the option grant approved by shareholders for QNRX?

Yes, the grant was approved by the Compensation Committee and Board on 05/29/2025 and became effective upon shareholder approval on 08/21/2025.

Is the beneficial ownership reported as direct or indirect for the QNRX grant?

The filing reports the 13,682 ADSs as directly beneficially owned following the transaction.