Quoin Pharmaceuticals, Ltd.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 26, 2026
QNRX$3.73-4.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
As part of this Annual Report, the consolidated financial statements are listed in the accompanying index to financial statements on page F-1.
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report.
| INCORPORATED BY REFERENCE | ||||||||||
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| EXHIBIT NUMBER | | DESCRIPTION | | FORM | | EXHIBIT NUMBER | | FILING DATE | | FILED/FURNISHED HEREWITH |
| 2.1 | | Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc. and Quoin Pharmaceuticals, Inc. | | 6-K | | 10.1 | | March 24, 2021 | | |
| 2.1.1 | | Amendment, dated September 24, 2021, to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc., and Quoin Pharmaceuticals, Inc. | | 6-K | | 99.2 | | September 27, 2021 | | |
| 2.2 | | Amended and Restated Share Transfer Agreement, dated May 27, 2021 by and between Cellect Biotechnology Ltd. and EnCellX Inc. | | F-4 | | 2.2 | | June 16, 2021 | | |
| 2.2.1 | | Amendment, dated September 26, 2021, to the Amended and Restated Share Transfer Agreement, dated as of May 27, 2021, by and between EnCellX, Inc. and Cellect Biotechnology Ltd. | | 6-K | | 99.3 | | September 27, 2021 | | |
| 2.3 | | Securities Purchase Agreement, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., Quoin Pharmaceuticals, Inc. and the investors named on the Schedule of Buyers attached thereto | | 6-K | | 10.4 | | March 24, 2021 | | |
| 2.3.1 | | Amendment Agreement, dated as of September 17, 2021, by and among Quoin Pharmaceuticals, Inc., Cellect Biotechnology, Ltd., and Altium Growth Fund, L.P. | | 6-K | | 99.1 | | September 17, 2021 | | |
| 2.3.2 | | Second Amendment Agreement, dated as of March 13, 2022, by and among Quoin Pharmaceuticals, Inc., Quoin Pharmaceuticals Ltd., and Altium Growth Fund, L.P. | | 6-K | | 4.1 | | March 28, 2022 | | |
| 2.3.3 | | Waiver Agreement, dated June 6, 2022, by and among Quoin Pharmaceuticals Ltd., Quoin Pharmaceuticals, Inc. and Altium Growth Fund, LP | | 6-K | | 10.2 | | June 6, 2022 | | |
| 2.3.4 | | Agreement, dated July 14, 2022, by and among Quoin Pharmaceuticals, Inc., Quoin Pharmaceuticals Ltd. and Altium Growth Fund, LP | | 6-K | | 10.1 | | July 15, 2022 | | |
| 2.4 | | Securities Purchase Agreement, dated as of March 24, 2021, by and among Quoin Pharmaceuticals, Inc. and the investors listed on the Schedule of Buyers attached thereto | | 6-K | | 10.6 | | March 24, 2021 | | |
| 2.5 | | Letter Agreement, dated September 17, 2021, between Quoin Pharmaceuticals, Inc. and Cellect Biotechnology, Ltd. | | 6-K | | 99.2 | | September 17, 2021 | | |
| 3.1 | | Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., as amended | | 10-K | | 3.1 | | March 13, 2025 | | |
| 3.1.1 | | Amendments to Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on August 21, 2025 | | 8-K | | 3.1 | | August 21, 2025 | | |
| 4.1 | | Form of Deposit Agreement between Cellect Biotechnology Ltd. (n/k/a Quoin Pharmaceuticals Ltd.), The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder | | F-1/A | | 4.1 | | July 26, 2016 | | |
| 4.1.1 | | Specimen American Depositary Receipt (included in Exhibit 4.1). | | | | | | | | |
| 4.2 | | Form of Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the August 2022 Offering | | F-1 | | 4.13 | | August 3, 2022 | | |
| 4.2.1 | | Form of Amendment No. 1 to Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, dated as of February 24, 2023 | | 8-K | | 4.3 | | February 28, 2023 | | |
| 4.3 | | Form of Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, issued in the February 2023 Offering | | 8-K | | 4.2 | | February 28, 2023 | | |
| 4.4 | | Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering | | 8-K | | 4.1 | | March 8, 2024 | | |
| 4.5 | | Form of Series D Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering | | 8-K | | 4.2 | | March 8, 2024 | | |
| 4.6 | | Form of Series E Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering | | 8-K | | 4.3 | | March 8, 2024 | | |
| 4.7 | | Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering | | 8-K | | 4.4 | | March 8, 2024 | | |
| 4.8 | | Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering | | 8-K | | 4.1 | | December 26, 2024 | | |
| 4.9 | | Form of Series F Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering | | 8-K | | 4.2 | | December 26, 2024 | | |
| 4.10 | | Form of Series G Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering | | 8-K | | 4.3 | | December 26, 2024 | | |
| 4.11 | | Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares, dated as of December 20, 2024 | | 8-K | | 4.4 | | December 26, 2024 | | |
| 4.12 | | Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement | | 8-K | | 4.1 | | October 15, 2025 | | |
| 4.13 | | Form of Series H Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement | | 8-K | | 4.2 | | October 15, 2025 | | |
| 4.14 | | Form of Series I Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement | | 8-K | | 4.3 | | October 15, 2025 | | |
| 4.15 | | Form of Series J Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement | | 8-K | | 4.4 | | October 15, 2025 | | |
| 4.16 | | Form of Series K Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement | | 8-K | | 4.5 | | October 15, 2025 | | |
| 4.17 | | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | | | X |
| 10.1† | | Amended and Restated Equity Incentive Plan of Quoin Pharmaceuticals Ltd., effective as of April 12, 2022 | | 6-K | | Annex C included in Exhibit 99.1 | | March 8, 2022 | | |
| 10.1.1† | | Form of Non-Qualified Stock Option Award Agreement for directors | | F-1 | | 10.34 | | August 3, 2022 | | |
| 10.1.2† | | Form of Non-Qualified Stock Option Award Agreement for officers | | F-1 | | 10.35 | | August 3, 2022 | | |
| 10.2† | | 2025 Equity Incentive Plan of Quoin Pharmaceuticals, Ltd. | | S-8 | | 4.4 | | August 27, 2025 | | |
| 10.2.1† | | Form of Incentive Stock Option Grant Notification Letter | | 8-K | | 10.1 | | November 17, 2025 | | |
| 10.2.2† | | Form of Non-Qualified Stock Option Grant Notification Letter | | 8-K | | 10.2 | | November 17, 2025 | | |
| 10.3† | | Compensation Policy for Executives and Directors of Quoin Pharmaceuticals Ltd, adopted on August 21, 2025 | | | | | | | | X |
| 10.4† | | CEO Compensation Program | | 10-K | | 10.45 | | March 13, 2025 | | |
| 10.5† | | COO Compensation Program | | 10-K | | 10.46 | | March 13, 2025 | | |
| 10.6† | | Non-Employee Directors’ Compensation Program, as amended | | 10-K | | 10.44 | | March 13, 2025 | | |
| 10.7† | | Executive Employment Agreement, dated March 9, 2018, by and between Quoin Pharmaceuticals, Inc. and Dr. Michael Myers | | 6-K | | 10.1 | | October 29, 2021 | | |
| 10.8† | | Executive Employment Agreement, dated March 9, 2018, by and between Quoin Pharmaceuticals, Inc. and Denise Carter | | 6-K | | 10.2 | | October 29, 2021 | | |
| 10.9† | | Service Agreement, dated November 1, 2021, by and between Quoin Pharmaceuticals, Inc. and Gordon Dunn | | 6-K | | 10.1 | | November 23, 2021 | | |
| 10.9.1† | | Settlement Agreement, effective August 15, 2025, by and between Quoin Pharmaceuticals, Inc., and Gordon Dunn | | 8-K | | 10.1 | | August 27, 2025 | | |
| 10.10† | | Service Agreement, dated August 18. 2025, by and between Quoin Therapeutics (Ireland) Ltd. and Sally Lawlor | | 8-K | | 10.1 | | August 21, 2025 | | |
| 10.11† | | Form of Indemnification and Release Agreement, entered into by and between Quoin Pharmaceuticals Ltd. and each of the officers and directors of Quoin Pharmaceuticals Ltd. | | 6-K | | Annex D included in Exhibit 99.1 | | March 8, 2022 | | |
| 10.12 | | Purchase Agreement, dated January 25, 2024, by and between Quoin Pharmaceuticals Ltd. and Alumni Capital LP | | 8-K | | 10.1 | | January 30, 2024 | | |
| 10.13 | | Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd. and A.G.P/Alliance Global Partners related to the August 2022 Offering | | F-1/A | | 1.1 | | August 4, 2022 | | |
| 10.14 | | Form of Securities Purchase Agreement related to the August 2022 Offering | | F-1/A | | 4.11 | | August 4, 2022 | | |
| 10.15 | | Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd. and A.G.P/Alliance Global Partners related to the February 2023 Offering | | 8-K | | 10.2 | | February 28, 2023 | | |
| 10.16 | | Form of Securities Purchase Agreement related to the February 2023 Offering | | 8-K | | 10.1 | | February 28, 2023 | | |
| 10.17 | | Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd. and A.G.P/Alliance Global Partners related to the March 2024 Offering | | 8-K | | 1.1 | | March 8, 2024 | | |
| 10.18 | | Form of Securities Purchase Agreement related to the March 2024 Offering | | 8-K | | 10.1 | | March 8, 2024 | | |
| 10.19 | | Placement Agency Agreement dated December 20, 2024, by and between Quoin Pharmaceuticals Ltd. and Maxim Group LLC related to the December 2024 Offering | | 8-K | | 1.1 | | December 26, 2024 | | |
| 10.20 | | Form of Securities Purchase Agreement, dated December 20, 2024 related to the December 2024 Offering | | 8-K | | 10.1 | | December 26, 2024 | | |
| 10.21 | | Form of Securities Purchase Agreement, dated October 10, 2025 related to the October 2025 Private Placement | | 8-K | | 10.1 | | October 15, 2025 | | |
| 10.22 | | Form of Registration Rights Agreement, dated October 10, 2025 related to the October 2025 Private Placement | | 8-K | | 10.2 | | October 15, 2025 | | |
| 10.23 | | License and Distribution Agreement, dated November 5, 2021, by and between Quoin Pharmaceuticals, Inc. and AFT Pharmaceuticals Ltd. | | 6-K | | 10.3 | | November 23, 2021 | | |
| 10.24 | | Supply Agreement, dated September 15, 2021, by and between Quoin Pharmaceuticals, Inc. and AFT Pharmaceuticals Ltd. | | 6-K | | 10.4 | | November 23, 2021 | | |
| 10.25 | | License and Distribution Agreement, dated November 7, 2021, by and between Quoin Pharmaceuticals, Inc. and GenPharm Services FZ LLC | | 6-K | | 10.5 | | November 23, 2021 | | |
| 10.26 | | Supply Agreement, dated November 7, 2021, by and between Quoin Pharmaceuticals, Inc. and GenPharm Services FZ LLC | | 6-K | | 10.6 | | November 23, 2021 | | |
| 10.27* | | Distribution Agreement, dated December 15, 2021, by and between Quoin Pharmaceuticals, Inc. and Orpharm LLC | | 6-K | | 10.1 | | December 20, 2021 | | |
| 10.28* | | License and Distribution Agreement, dated as of January 24, 2022, between the Company and E-Log Logistica LTDA | | 6-K | | 10.1 | | January 31, 2022 | | |
| 10.29* | | License and Distribution Agreement, dated as of February 1, 2022, by and between Quoin Pharmaceuticals Ltd. and Er-Kim İlaç Sanayi ve Ticaret A.Ş, and the First Amendment to the License and Distribution Agreement, dated as of February 17, 2022, by and between Quoin Pharmaceuticals, Inc. and Er-Kim İlaç Sanayi ve Ticaret A.Ş | | 6-K | | 10.4 | | March 8, 2022 | | |
| 10.30* | | License and Distribution Agreement, dated as of February 11, 2022, by and between Quoin Pharmaceuticals Ltd. and Neopharm (Israel) 1996 Ltd. | | 6-K | | 10.5 | | March 8, 2022 | | |
| 10.31 | | Supply Agreement, dated as of February 11, 2022, by and between Quoin Pharmaceuticals Ltd. and Neopharm (Israel) 1996 Ltd. | | 6-K | | 10.6 | | March 8, 2022 | | |
| 10.32 | | Master Services Agreement, dated November 2, 2020, by and between Therapeutics, Inc. and Quoin Pharmaceuticals, Inc. | | 20-F | | 4.39 | | April 13, 2022 | | |
| 10.33 | | Development and Supply Agreement, dated January 13, 2021, by and between TopChem Pharmaceuticals Limited and Quoin Pharmaceuticals Limited | | 20-F | | 4.38 | | April 13, 2022 | | |
| 10.34 | | Quotation – Tech Transfer and Clinical Manufacture for QRX003 Topical Lotion, dated April 8, 2021, by Ferndale Contract Manufacturing to Quoin Pharmaceuticals, Inc. | | 20-F | | 4.37 | | April 13, 2022 | | |
| 10.35 | | Exclusive License Agreement, dated October 17, 2019, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.30 | | April 13, 2022 | | |
| 10.36 | | Exclusive License Agreement Renewal, dated May 8, 2020, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.31 | | April 13, 2022 | | |
| 10.37.1 | | First Amendment to the Exclusive License Agreement, dated July 31, 2020, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.32 | | April 13, 2022 | | |
| 10.37.2 | | Second Amendment to the Exclusive License Agreement, dated September 30, 2020, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.33 | | April 13, 2022 | | |
| 10.37.3 | | Third Amendment to the Exclusive License Agreement, dated January 27, 2021, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.34 | | April 13, 2022 | | |
| 10.37.4 | | Fourth Amendment to the Exclusive License Agreement, dated April 19, 2021, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.35 | | April 13, 2022 | | |
| 10.37.5 | | Fifth Amendment to the Exclusive License Agreement, dated June 14, 2021, by and between Quoin Pharmaceuticals, Inc. and Skinvisible Inc. | | 20-F | | 4.36 | | April 13, 2022 | | |
| 10.38* | | License and Distribution Agreement, dated June 14, 2022, by and between Quoin Pharmaceuticals, Inc. and WinHealth Investment (HK) Limited | | 6-K | | 10.1 | | June 17, 2022 | | |
| 10.39* | | License and Distribution Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc. and Endo Ventures Limited | | 6-K | | 10.2 | | July 15, 2022 | | |
| 10.40* | | Supply Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc. and Endo Ventures Limited | | 6-K | | 10.3 | | July 15, 2022 | | |
| 10.41 | | License and Distribution Agreement, dated September 1, 2023, by and between Quoin Pharmaceuticals Inc. and Farma Mondo | | 8-K | | 10.1 | | September 13, 2023 | | |
| 10.42 | | Research Agreement, dated November 1, 2021, by and between Quoin Pharmaceuticals, Inc. and Queensland University of Technology | | 6-K | | 10.2 | | November 23, 2021 | | |
| 10.43* | | Research Agreement, dated May 20, 2022, by and between Quoin Pharmaceuticals, Inc. and Queensland University of Technology, Australia | | 6-K | | 10.1 | | June 6, 2022 | | |
| 14.1 | | Code of Ethics | | 10-K | | 14.1 | | March 15, 2023 | | |
| 19.1 | | Quoin Pharmaceuticals Ltd. Insider Trading Policy | | 10-K | | 19.1 | | March 13, 2025 | | |
| 21.1 | | Subsidiaries of Registrant | | | | | | | | X |
| 23.1 | | Consent of CBIZ CPAs P.C., Certified Public Accountants | | | | | | | | X |
| 23.2 | | Consent of Marcum LLP | | | | | | | | X |
| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934. | | | | | | | | X |
|---|---|---|---|---|---|---|---|---|---|---|
| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934. | | | | | | | | X |
| 32.1# | | Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. | | | | | | | | X |
| 32.2# | | Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. | | | | | | | | X |
| 97.1 | | Clawback Policy | | 10-K | | 97.1 | | March 14, 2024 | | |
| 101 | | Information formatted Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Other Comprehensive Loss, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | | | | | | | | X |
| 104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | | | | | | | | X |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.