UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 3.03 | Material Modification to Rights of Security Holders. |
As previously reported by Quoin Pharmaceuticals Ltd. (“Quoin” or the “Company”), at the Annual General Meeting of the Company’s shareholders (“Annual Meeting”) held on October 26, 2023, shareholders approved amendments to the Company’s Amended and Restated Articles of Association, as amended (the “Articles”), to: (i) increase the registered share capital from 500,000,000,000 ordinary shares, no par value, to 6,000,000,000,000 ordinary shares, no par value; and (ii) effect a reverse split (the “Reverse Split”) of Quoin’s ordinary shares at a ratio of 1-for-60,000 (the “Reverse Split Ratio”), effective on a date to be determined by the Board of Directors of the Company (the “Board”).
On November 5, 2023, the Board approved November 8, 2023 as the effective date of the Reverse Split. Effective as of November 8, 2023, in connection with the Reverse Split, the registered share capital of the Company will be proportionately reduced from 6,000,000,000,000 ordinary shares, no par value, to 100,000,000 ordinary shares, no par value, and the number of ordinary shares registered on applicable registration statements filed with the Securities and Exchange Commission by the Company will be also proportionately reduced to reflect the Reverse Split Ratio.
The Company’s ordinary shares are evidenced by American Depositary Shares (“ADSs”), with one ADS representing sixty thousand (60,000) ordinary shares. Effective November 8, 2023, the Reverse Split will result in one ADS representing one ordinary share.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, shareholders of the Company approved a three-year frequency for future advisory votes on the compensation of the Company’s named executive officers. Based on those voting results, on November 5, 2023, the Board determined that an advisory vote by the Company’s shareholders regarding named executive officer compensation will be conducted every three years.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: November 6, 2023 | QUOIN PHARMACEUTICALS LTD. | |
| By: | /s/ Gordon Dunn | |
| Name: | Gordon Dunn | |
| Title: | Chief Financial Officer | |