Quoin Pharmaceuticals Ltd.
For the period ended Nov 12, 2026. Filed Oct 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 12, 2026 · Filed Oct 2, 2026
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Contents
Proxy Statement Summary
PROXY STATEMENT
FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 12, 2026
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the “Company,” “Quoin,” “Quoin Ltd.,” “we,” “us,” and “our” refer to Quoin Pharmaceuticals Ltd., an Israeli company. The Notice of Special Meeting of Shareholders, proxy statement and a proxy card or voting instruction form, as applicable, are being distributed and made available to the holders of our ordinary shares, no par value per share (the “Ordinary Shares”), as well as holders of our Ordinary Shares that are represented by American Depositary Shares (“ADSs”), collectively referred to as “shareholders,” starting on or about October 2, 2026. Our principal executive offices are located at 42127 Pleasant Forest Court, Ashburn, Virginia 20148.
Special Meeting Information
| | Date and Time: | | | Thursday, November 12, 2026, beginning at 12:00 p.m., US Eastern Time | |
|---|---|---|---|---|---|
| | Meeting Place: | | | Offices of Blank Rome LLP located at One Logan Square, Philadelphia, Pennsylvania 19103 | |
| | Record Date: | | | September 23, 2026 | |
| | Voting: | | | Each ordinary share is entitled to one vote per share on all matters presented at the Special Meeting. Each ADS represents thirty-five of our ordinary shares. | |
It is important that your shares be represented and voted at the Special Meeting. Shareholders should 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 other nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your ADSs.
Voting Matters and the Board’s Recommendation
| Agenda Item | | | Board Vote Recommendation | | | Page Reference | |
|---|---|---|---|---|---|---|---|
| Proposal 1: 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 Companies Law. | | | FOR | | | 6 | |
| Proposal 2: 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. | | | FOR | | | 9 | |
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