Quoin Pharmaceuticals Ltd.

DEF 14A 1 tm2625822-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 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 2, 2026​

Dear Shareholder,

You are cordially invited to attend a special general meeting of shareholders (the “Special Meeting”) of Quoin Pharmaceuticals Ltd. The Special Meeting will be held on November 12, 2026 at 12:00 p.m., US Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, Pennsylvania 19103.

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

The notice and the proxy statement, as well as the proxy card or voting instruction form, as applicable, are being first distributed and made available to shareholders on or about October 2, 2026.

We have fixed the close of business on September 23, 2026 as the record date for the determination of shareholders entitled to receive notice of, and to vote on the matters proposed at, the Special Meeting and any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT.

It is important that your shares be represented and voted at the Special Meeting. Accordingly, I urge you to vote by marking, signing and dating the accompanying proxy card, and returning it promptly. If your ADSs are held in an account at a bank, broker or another nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your ADSs.

We look forward to seeing you at the Special Meeting.

Very truly yours,

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Chairman of the Board of Directors and

Chief Executive Officer

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To be held on Thursday, November 12, 2026

Notice is hereby given to the holders of ordinary shares, no par value per share (the “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,” the “Company,” “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 “Special Meeting”) to be held on Thursday, November 12, 2026, at 12:00 p.m., US Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, Pennsylvania 19103.

The Special Meeting is being called for the following purposes:

To approve a proposal to amend the beneficial ownership limitations imposed on each investor in the transaction documents entered into in connection with the Company’s private placement transactions consummated on October 14, 2025 and August 31, 2026, as applicable, to permit each such investor, upon written notice to the Company, to increase its applicable beneficial ownership limitations (including any corresponding limitations on voting power) from 4.99% to any percentage not exceeding 9.99% of the number of the Company’s outstanding Ordinary Shares (including Ordinary Shares represented by ADSs), determined immediately after giving effect to the issuance of the applicable securities, for purposes of both Section 13(d) of the Exchange Act and Section 270(5) and Section 274 of the Israeli Companies Law, 5759-1999 (the “Companies Law”); and

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To approve an adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.

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The Board recommends that the shareholders vote “FOR” Proposals 1 and 2 as described in the accompanying proxy statement.

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

In order for us to conduct business at the Special Meeting, two or more shareholders must be present, in person or by proxy, representing not less than thirty-three and one-third percent (331∕3%) of the voting power of our issued and outstanding shares. If such quorum is not present within half an hour from the time scheduled for the Special Meeting, the Special 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 September 23, 2026 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 Special Meeting, along with a proxy card or voting instruction form, as applicable, enabling the shareholders to indicate their vote on each matter, are being distributed and made available to all of the Company’s shareholders as of the Record Date on or about October 2, 2026.

Holders of ordinary shares must submit their proxy cards to Quoin c/o Quoin Pharmaceuticals Ltd. at 42127 Pleasant Forest Court, Ashburn, Virginia 20148, so that such proxy cards are received no later than twenty-four (24) hours prior to the scheduled date and time of the Special Meeting. Holders of ADSs, with each ADS representing thirty-five (35) ordinary shares, should return their proxy cards by the date and in the manner set forth on their proxy cards.

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 Special Meeting of Shareholders

to be held on Thursday, November 12, 2026 at 12:00 p.m., US Eastern Time,

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

The proxy statement is available at

https://investors.quoinpharma.com/proxy-statement

BY ORDER OF THE BOARD OF DIRECTORS

October 2, 2026

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Chairman of the Board of Directors

and Chief Executive Officer