UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
On September 27, 2024, the Board of Directors (the “Board”) of Quoin Pharmaceuticals Ltd. (the “Company”) set the meeting date for the 2024 Annual General Meeting of Shareholders (“2024 AGM”), as December 5, 2024. Because the scheduled date of the 2024 AGM is more than 30 days after the anniversary of the Company’s 2023 Annual General Meeting of Shareholders, the Company is filing this Current Report on Form 8-K to provide notice of certain revised deadlines for the submission of shareholder proposals in connection with the 2024 AGM.
Because the scheduled date of the 2024 AGM is more than 30 days after the anniversary of the Company’s 2023 Annual General Meeting of Shareholders, prior disclosed deadlines regarding the submission of shareholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the 2024 AGM are no longer applicable. In order for a shareholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2024 AGM, such proposal must be received by the Company by October 10, 2024. The Company has determined that October 10, 2024 is a reasonable time before the Company plans to begin printing and mailing its proxy materials.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 10, 2024, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2024 AGM.
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: September 30, 2024 | QUOIN PHARMACEUTICALS LTD. | |
| By: | /s/ Gordon Dunn | |
| Name: | Gordon Dunn | |
| Title: | Chief Financial Officer | |