Quoin Pharmaceuticals Ltd

DEF 14A 1 tm2425968-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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 under § 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 all boxes that apply):

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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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October 24, 2024​

Dear Shareholder,

You are cordially invited to attend the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of Quoin Pharmaceuticals Ltd. The Annual Meeting will be held on December 5, 2024, at 12 p.m., US Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

Our notice of the Annual Meeting and the accompanying proxy statement describe in detail the matters to be acted upon at the Annual Meeting. Our board of directors recommends a vote “FOR” each of the proposals set forth in the accompanying proxy statement.

The notice, the proxy statement, the Annual Report on Form 10-K for the year ended December 31, 2023, as well as the proxy card and voting instruction form, as applicable, are being first distributed and made available to shareholders on or about October 24, 2024.

We have fixed the close of business on October 21, 2024 as the record date for the determination of shareholders entitled to get the notice of, and to vote on the matters proposed at, the Annual Meeting and any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT.

It is important that your shares be represented and voted at the Annual Meeting. Accordingly, I urge you to vote by marking, signing and dating the accompanying proxy card if you hold ordinary shares, or voting instruction form if you hold ordinary shares represented by American Depositary Shares, and returning it promptly. If your shares are held in an account at a bank, broker or other nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your shares.

We look forward to seeing you at the Annual Meeting.

Very truly yours,

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on Thursday, December 5, 2024

Notice is hereby given to the holders of 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. (“Quoin,” “we,” “us,” “our”) in connection with the solicitation by our board of directors (the “Board”) of proxies for use at the Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, December 5, 2024, at 12 p.m., US Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

The Annual Meeting is being called for the following purposes:

To elect each of Dr. Michael Myers, Denise Carter, Joseph Cooper, James Culverwell, Dennis H. Langer, Natalie Leong, and Michael Sember to serve as a director of Quoin until Quoin’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;

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To approve certain amendments to our Amended and Restated Articles of Association, as amended;

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To approve a compensation program for Dr. Michael Myers, our Chief Executive Officer and Chairman of the Board;

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To approve a compensation program for Denise Carter, our Chief Operating Officer and member of the Board;

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To approve changes to our non-employee directors’ compensation program;

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To appoint Marcum LLP to serve as our independent registered public accounting firm until our next annual general meeting of shareholders; and

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Subject to his re-election under Proposal 1, to approve Dr. Michael Myers’ service as both the Company’s Chief Executive Officer and Chairman of the Board for a period of three years.

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In addition to considering and voting on the foregoing proposals, members of the Company’s management will be available at the Annual Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2023.

The Board recommends that the shareholders vote “FOR” Proposals 1-7 as described in the accompanying proxy statement.

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

According to our currently effective Articles of Association, the Annual Meeting will be properly convened if at least two shareholders attend the Annual 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 Annual Meeting, the Annual Meeting will be adjourned for one day (to the same time and place), or to a later date or other place as may be specified by the Board by 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.

The Board of Directors has fixed the close of business on October 21, 2024 as the record date (the “Record Date”) for determining those shareholders who will be entitled to (i) receive copies of this Notice and the attached proxy statement, and (ii) vote on each of the proposals described in the attached proxy statement.

A proxy statement describing the various matters to be voted upon at the Annual Meeting, along with a proxy card or voting instruction form, as applicable, enabling the shareholders to indicate their vote on each matter, and our Annual Report on Form 10-K for the year ended December 31, 2023, are being distributed and made available to all of the Company’s shareholders as of the Record Date on or about October 24, 2024.

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 Annual Meeting. Holders of ADSs, with each ADS representing one (1) ordinary share, should return their voting instructions by the date and in the manner set forth on their voting instruction form.

If you hold ADSs in “street name” ​(meaning held through a bank, broker or other nominee), such bank, broker or other nominee will provide you with instructions on how you may give voting instructions with respect to the ordinary shares underlying your ADSs. Please check with your broker, bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.

Important Notice Regarding the Availability of Proxy Materials

for the Annual General Meeting of Shareholders

to be held on Thursday, December 5, 2024 at 12 p.m., US Eastern Time,

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

The proxy statement and Annual Report on Form 10-K are available at

https://quoinpharma.gcs-web.com/annual-report-and-proxy-statement

BY ORDER OF THE BOARD OF DIRECTORS

October 24, 2024

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