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

Rhea-AI Filing Summary

Quoin Pharmaceuticals, Ltd. (QNRX) director Dennis Langer was granted a share option to purchase 13,682 ADSs on August 21, 2025, as reported on Form 4 filed August 25, 2025. The option is stated in ADS terms with an exercise price of $9.07 per ADS; each ADS represents 35 ordinary shares. The grant was approved by the Compensation Committee and Board on May 29, 2025, subject to shareholder approval, and shareholders approved it on August 21, 2025. The option vests in four annual installments: 20% on each May 29 of 2026, 2027 and 2028, and 40% on May 29, 2029.

Positive

• Director option grant of 13,682 ADSs aligns executive incentives with shareholder value
• Formal approval process followed: Compensation Committee and Board approval plus shareholder ratification
• Multi-year vesting schedule (20% annually then 40%) supports long-term retention

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director option grant increases insider alignment without immediate cash change or exercised shares.

The filing documents an equity-based compensation grant of 13,682 ADSs to a director at an exercise price of $9.07 per ADS, using ADS terms where each ADS equals 35 ordinary shares. The grant was board/compensation committee-approved and later ratified by shareholders, and vests over four years with a backloaded 40% final tranche. This is a standard retention/incentive tool; it increases the director's potential future economic stake upon exercise but does not indicate any exercised shares or cash proceeds at filing.

Corporate Governance Expert

TL;DR: Grant follows governance best practices with committee approval and shareholder ratification, and includes multi-year vesting.

The filing shows the company followed formal approval channels: Compensation Committee and Board approval on May 29, 2025, contingent on shareholder approval, which was obtained August 21, 2025. The multi-year vesting schedule (20%/20%/20%/40%) aligns the director's incentives with long-term performance. The disclosure is clear on ADS conversion and vesting terms. No departures, exercises, or other governance events are reported.

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^*

LANGER DENNIS

(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/ Dennis Langer	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 did Dennis Langer acquire according to the QNRX Form 4?

He was granted an option to purchase 13,682 ADSs of Quoin Pharmaceuticals, with an exercise price of $9.07 per ADS.

When was the option grant approved and when did shareholders ratify it?

The grant was approved by the Compensation Committee and Board on May 29, 2025 and ratified by shareholders on August 21, 2025.

How does the vesting schedule for the QNRX option work?

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

How are the ADSs defined in this filing?

Each ADS represents 35 ordinary shares of the issuer, and the option quantities and price are reported in ADS terms.

Does the Form 4 report any exercised shares or cash proceeds?

No. The filing reports an option grant (acquisition) and does not disclose any exercised shares or cash proceeds.