Quoin Pharmaceuticals Ltd

DEF 14A 1 tm246018-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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Quoin Pharmaceuticals Ltd.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 29, 2024

Notice is hereby given to the holders of ordinary shares, no par value (“ordinary shares”), as well as holders of ordinary shares that are represented by American Depositary Shares (“ADSs”), collectively referred to as “shareholders,” of Quoin Pharmaceuticals Ltd. (the “Company,” “Quoin,” “we,” “us,” “our”) in connection with the solicitation by our board of directors (the “Board”) of proxies for use at a Special General Meeting of Shareholders (the “2024 Special Meeting”) to be held on Friday, March 29, 2024, at 12:00 p.m., U.S. Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

The purpose of the 2024 Special Meeting is to approve the issuance of the maximum number of the Company’s ordinary shares represented by ADSs issuable pursuant to the purchase agreement, dated as of January 25, 2024, with Alumni Capital LP (the “Alumni Issuance Proposal”). The Board recommends that you vote “FOR” the Alumni Issuance Proposal, as described in the proxy statement.

We are currently not aware of any other matters that will come before the 2024 Special Meeting. If any other matters are presented properly at the 2024 Special Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment.

The 2024 Special Meeting will be properly convened if at least two shareholders attend the 2024 Special Meeting in person or by proxy, provided that they hold shares representing at least twenty-five percent (25%) of the outstanding voting rights of Quoin. If such quorum is not present within half an hour from the time scheduled for the 2024 Special Meeting, the 2024 Special Meeting will be adjourned for one week (to the same time and place), or to a later date or other place as may be specified by the Board in a notice to shareholders eligible to vote. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.

Only shareholders of record at the close of business on February 23, 2024 are entitled to get the notice of, and to vote at, the 2024 Special Meeting, or at any adjournment or postponement thereof.

A proxy statement describing the proposal to be voted upon at the 2024 Special Meeting, along with a proxy card or voting instruction form enabling the shareholders to indicate their vote on the Alumni Issuance Proposal are being distributed and made available to all shareholders entitled to participate in and vote at the 2024 Special Meeting on or about February 27, 2024.

You are invited to attend the 2024 Special Meeting to vote on the proposal described in the proxy statement. However, you do not need to attend the 2024 Special Meeting to vote your shares. Instead, you may submit the enclosed proxy card if you hold ordinary shares or voting instruction form if you hold ordinary shares represented by ADSs.

Holders of ordinary shares must submit their proxy cards to Quoin c/o Quoin Pharmaceuticals Ltd. at 42127 Pleasant Forest Ct., Ashburn, VA 20148, so that such proxy cards are received no later than twenty-four (24) hours prior to the scheduled date and time of the 2024 Special Meeting. If you hold ADSs, you must instruct the Bank of New York Mellon, which acts as the depositary for the ADSs (the “Depositary”), either directly or through your broker, bank or other nominee, how to vote the ordinary shares represented by your ADSs. You must follow the instructions in the enclosed voting instruction form from the Depositary if you are a registered holder of ADSs, or follow the instructions from your broker, bank or other nominee if you hold your ADSs in “street name” ​(meaning held through a bank, broker or other nominee). You are kindly requested to promptly provide your voting instructions to the Depositary or your broker, bank or nominee, as applicable, so that your vote will be counted.

Effective November 8, 2023, the Company effected a reverse split (the “Reverse Split”) of its ordinary shares at a ratio of 1-for-60,000. As a result of the Reverse Split, effective November 8, 2023, the ratio of ADSs to the ordinary shares they represent changed from one ADS representing sixty thousand (60,000) ordinary shares to one ADS representing one ordinary share (the “Ratio Change”). All ADSs and related option or warrant information presented in this proxy statement have been adjusted to reflect the number of

ADSs resulting from the Ratio Change, and all fractional ADSs to which a holder would be entitled upon the exercise of options as a result of the Ratio Change were rounded up to the nearest whole number.

Important Notice Regarding the Availability of Proxy Materials

for the 2024 Special Meeting of Shareholders

to be held on Friday, March 29, 2024 at 12:00 p.m., U.S. Eastern Time,

at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103

The proxy statement is available athttps://quoinpharma.gcs-web.com/special-meetings.

BY ORDER OF THE BOARD OF DIRECTORS

February 27, 2024

/s/ Michael Myers

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Dr. Michael Myers

Chairman of the Board of Directors

and Chief Executive Officer