UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Termination of CVRs
Background. On October 28, 2021, Cellect Biotechnology Ltd. (“Cellect”) completed the business combination with Quoin Inc. in accordance with the terms of a merger agreement, by and among Cellect, Quoin Inc. and merger sub, which was a wholly-owned subsidiary of Cellect, pursuant to which merger sub merged with and into Quoin Inc., with Quoin Inc. surviving as a wholly-owned subsidiary of Cellect (the “Merger”). Immediately after completion of the Merger, Cellect changed its name to “Quoin Pharmaceuticals, Ltd.”
Concurrently with the Merger, Cellect completed the sale of its subsidiary, Cellect Biotherapeutics Ltd., to EnCellX, Inc. (the “Share Transfer”). In consideration for the Share Transfer the pre-closing Cellect shareholders received a contingent value right (“CVR”) entitling the holders to earnouts comprised mainly of payments upon sale, milestone payments, license fees and exit fees realized by the business spun out of Cellect prior to the Merger.
Quoin Pharmaceuticals, Ltd. (the “Company”) was not entitled to receive any net proceeds from the CVRs. Therefore, no asset or liability was recorded in the Company’s consolidated financial statements.
Termination. On February 29, 2024, the acting Chief Executive Officer of EnCellX, Inc. certified that the CVRs distributed in connection with the Share Transfer are terminated.
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: March 6, 2024 | QUOIN PHARMACEUTICALS LTD. | |
| By: | /s/ Gordon Dunn | |
| Name: | Gordon Dunn | |
| Title: | Chief Financial Officer | |