UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2021 (No.2)
Commission
File Number 001-37846
QUOIN
PHARMACEUTICALS LTD.
(Translation
of registrant’s name into English)
23
Hata’as Street
Kfar
Saba, Israel 44425
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___________
EXPLANATORY
NOTE
Completion
of Merger
On October 28, 2021, Quoin Pharmaceuticals, Ltd., formerly known as
Cellect Biotechnology Ltd. (the “Company”), completed the business combination with Quoin Pharmaceuticals, Inc., a Delaware
corporation (“Quoin”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March
24, 2021 (the “Merger Agreement”), by and among the Company, Quoin and CellMSC, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (“Merger Sub”), (the Merger Agreement”), pursuant to which Merger Sub merged with and into
Quoin, with Quoin surviving as a wholly-owned subsidiary of the Company (the “Merger”). Immediately after completion of the
Merger, the Company changed its name to “Quoin Pharmaceuticals, Ltd.”
Under the terms of the Merger Agreement, the Company issued ordinary
shares to the holders of common stock of Quoin. Immediately after the Merger, there were approximately 3,338,430,800 ordinary shares outstanding
(including 1,505,151,200 ordinary shares represented by 3,762,878 American Depositary Shares (ADS) which have been delivered into an escrow
account for the benefit of Altium Growth Fund LP (the “Investor”) as per the terms of a securities purchase agreement with
them). Pursuant to the terms of the Merger Agreement, the former holders of common stock of Quoin (including the Investor) owned in the
aggregate approximately 88% of the ordinary shares, with the Company’s stockholders immediately prior to the Merger owning approximately
12% of the ordinary shares. The number of ordinary shares issued to the holders of Quoin common stock for each share of Quoin common stock
outstanding immediately prior to the Merger was calculated using an exchange ratio (the “Exchange Ratio”) of approximately
12.0146 ordinary shares for each share of Quoin common stock.
The
ordinary shares issued to the former holders of common stock of Quoin (including the Investor) and the ordinary shares deposited into
an escrow account for the benefit of the Investor were registered with the Securities and Exchange Commission (the “SEC”)
on a Registration Statement on Form F-4 (Reg. No. 333-257144), as amended and supplemented (the “Registration Statement”).
The American Depositary Shares (ADS) listed on the Nasdaq Capital Market
previously traded through the close of business on October 27, 2021 under the ticker symbol “APOP,” commenced trading on the
Nasdaq Capital Market, under the ticker symbol “QRNX” on October 29, 2021. Each ADS represents 400 ordinary shares of the
Company. The ordinary shares have a new CUSIP number, 74907L102.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement that was filed as Exhibit 2.1 to the Company’s Report of Foreign Issuer on Form 6-K filed with the
SEC on March 24, 2021.
On
October 28, 2021, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.
Change
in Control of the Company
In
accordance with the Merger Agreement, on October 28, 2021, at the effective time of the merger (the “Effective Time”), each
of the directors of the Company (other than the Company’s external directors) resigned from the Board, and effective as of the
Effective Time, the following individuals were appointed to the Board: Michael Myers, Denise Carter, Joseph Cooper, Natalie Leong, Mike
Sember and James Culverwell whose terms expire at the Company’s next annual meeting of stockholders.
Resignations
of Executive Officers and Directors
In
accordance with the Merger Agreement, on October 28, 2021, at the Effective Time, (i) Abraham Nahmais resigned as Chairman of the Board;
(ii) Shal Yarkoni resigned as Chief Executive Officer; (iii) Amos Ofer resigned as Chief Operating Officer; (iv) David Braum resigned
from the Board and any respective committees and (v) Yali Sheffi resigned from the Board and any respective committees, which resignations
were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
Appointment
of Certain Officers
In
accordance with the Merger Agreement, on October 28, 2021, the Board appointed the following officers of the Company, effective at the
Effective Time: Dr. Michael Myers, as Chief Executive Officer; and Denise Carter as Chief Operating Officer.
Dr.
Michael Myers, 59, co-founded Quoin in March 2018 and has served as Chief Executive Officer since inception. Dr. Myers has more than
30 years of industry experience in the drug delivery and specialty pharmaceutical sectors. He has served CEO of Innocoll, Inc. and was
responsible for taking that company public in 2014. He has also served as president of the drug delivery division of West Pharmaceutical
Services, president of pharmaceutical operations for Fuisz Technologies (Biovail) and has held executive positions in Flamel Technologies
and Elan Corporation. Dr. Myers earned his Ph.D. in Chemistry from the University College Cork. Dr. Myers serves on the Board of Directors
of Sonoran Biosciences.
Denise Carter, 52, co-founded Quoin in March 2018 and has served
as Chief Operating Officer since inception Ms. Denise Carter has over 30 years of experience in the drug delivery and specialty
pharmaceutical industries. Prior to Quoin, Ms. Carter was executive vice president of business development and corporate affairs at
Innocoll, Inc., vice president of business development of the drug delivery division of West Pharmaceuticals, and she has held
executive positions at Eurand and Fuisz Technologies (Biovail.) Ms. Carter earned her MBA from Wharton School of Business,
University of Pennsylvania and a B.S. in Chemistry from the College of William and Mary.
Appointment
of Directors
In
accordance with the Merger Agreement, on October 28, 2021, effective at Effective Time, the following individuals were appointed to the
Board as directors:
Michael
Myers, 59, Chairman and director — See description under “Appointment of Certain Officers”.
Denise
Carter, 52 — See description under “Appointment of Certain Officers”.
Joseph
Cooper, 63, Mr. Cooper brings more than 30 years of experience in operational, corporate development and general management roles within
the pharmaceutical industry. He currently serves Chief of Strategy and Corporate Development for Resonea, Inc. and as Principal for Boulder
Cove, LC. Previously he has held a series of general management, operational and strategic roles within pharmaceutical companies including
serving 15 years as Executive Vice President of Corporate Development with Medicis Pharmaceutical and previously with Schein Pharmaceuticals
and GD Searle. Mr. Cooper brings a wealth of experience in building specialty pharmaceutical companies through a combination of organic
growth and acquisition. A broadly experienced general manager, he has executive leadership experience in clinical research, product development,
supply chain, business development, corporate strategy, corporate partnership, and investor relations. He has a range of therapeutic
experience including dermatology, aesthetics, allergy, sleep apnea, stroke, and orphan drug products. Additionally, he has a significant
governance expertise through public and private board of directors’ roles. Mr. Cooper actively leads and supports community and
philanthropic concerns. He is a founding board member of First Place AZ, a newly formed nonprofit dedicated to developing new housing
options for adults with autism and related disorders and has served as a past board member and chair of the Research and Medical Affairs
Committee for the Southwest Autism Research & Resource Center. Mr. Cooper holds an MBA from the WP Carey School of Business at Arizona
State University and a BA from Northeastern Illinois University. He serves on the board of Sonoran Biosciences, and has previously served
on the board of Bioenvision and as a board observer for several specialty pharmaceutical companies. He also serves as a commercial partner
of Tech Launch Arizona, the technology advancement arm of the University of Arizona.
James
Culverwell, 65, Mr. Culverwell was for 25 years a leading healthcare investment analyst, formerly SVP and Global Coordinator Healthcare
at Merrill Lynch. He is currently chairman of HOX Therapeutics, a company involved in prostate cancer research. He also serves on the
board of directors of Safeguard Biosystems, a high throughput molecular diagnostics company. He has been a non-executive director in
early stage life science companies, both private and public, including Innocoll, Atlantic Healthcare, ToHealth, Bioco, and Amryt Pharmaceuticals.
He received an MSc with honors from the University of Aberdeen.
Dennis
H. Langer, 70, Dr. Langer is a Director of Myriad Genetics, Inc., Dicerna Pharmaceuticals, Inc., Pernix Therapeutics Holdings, Inc.,
and several private health care companies. He has served as a Director of several public and private biotechnology, specialty pharmaceutical
and diagnostic companies, including Sirna Therapeutics, Inc. (acquired by Merck & Co., Inc.), Ception Therapeutics, Inc. (acquired
by Cephalon, Inc.), Transkaryotic Therapies, Inc. (acquired by Shire plc), Pharmacopeia, Inc. (acquired by Ligand, Inc.), Cytogen Corporation
(acquired by EUSA Pharma, Inc.) and Delcath Systems, Inc. He was a Managing Partner at Phoenix IP Ventures, LLC from 2005-2010. From
2004-2005, he was President, North America for Dr. Reddy’s Laboratories, Inc. Dr. Langer was with GlaxoSmithKline from 1994-2004,
where he served as Senior Vice President, Project, Portfolio and Alliance Management, Senior Vice President, Product Development Strategy,
and Senior Vice President, Healthcare Services R&D. He also served as President and CEO at Neose Technologies, Inc. from 1991-1994.
Previously, Dr. Langer held R&D and marketing positions at Eli Lilly, Abbott, and Searle. Dr. Langer is a Clinical Professor in the
Department of Psychiatry at Georgetown University School of Medicine. He was Chief Resident in Psychiatry at Yale University School of
Medicine and held clinical fellowships at Harvard Medical School and the National Institutes of Health. Dr. Langer serves on the Dean’s
Advisory Board of Harvard Law School. He received an M.D. from Georgetown University School of Medicine, a J.D. (cum laude) from Harvard
Law School, and a BA. in Biology from Columbia University.
Natalie
Leong, 36, Ms. Leong has been Head of Finance for LoanStreet since October 2019. In this and other advisory roles for start-ups, Ms.
Leong specializes in valuation, financial modeling, financial operations and internal controls. Ms. Leong has worked with companies across
Asia, Australia, Europe and the US in valuation and implementation of transactions through sale, IPO, float and raising capital from
various sources. She has broad experience analyzing business plans, performing market analyses, preparing financial projections and developing
valuation models to advise clients throughout the process of equity transactions, mergers and acquisitions and corporate restructurings.
From May 2016 to July 2019, Ms. Leong served as the lead for the Asset Liability Committee for the US at RBC Capital Markets, liaising
with Heads of businesses, US CFO, US CRO, and US Treasurer and authoring the CFO’s presentation to the Board. In this role, she
established a special project team to develop the IHC framework and built governance controls to manage key risks across various regulatory
environments. In addition, she led FPA for fixed income and origination businesses. From October 2011 to May 2016, Ms. Leong worked as
the VP of Capital Insights at National Australia Bank. During these years, Ms. Leong managed and presented at the Group Capital Committee
(Group and Divisional CFOs, Treasurer, MD M&A, MD Credit). She also used organic and inorganic ways to optimize capital usage and
returns, including advising the CFO on valuation and internal execution implications of three deals: Great Western, Clydesdale Bank &
Yorkshire Bank, MLC Life Insurance. From February 2008 to October 2011, Ms. Leong specialized in internal controls across retail, corporate
and wholesale banking at National Australia Bank. Ms. Leong earned her MBA at The Wharton School, University of Pennsylvania. She earned
a B.Comm degree (Finance and Economics) and a B.A. degree (French and Literature) from the University of Melbourne in 2007.
Michael
Sember, 71, Mr. Sember has over 40 years of global experience in the pharmaceutical industry. He is an accomplished executive, entrepreneur,
leader and mentor. Sember has been the COO or CEO of five diverse companies ranging from drug discovery tools providers to therapeutically
focused biotechnology companies to medical devices. Mr. Sember has also been active as a consultant to numerous companies, as well as
active in industry organizations and community affairs. Most recently he served as a mentor to companies formed from inventions discovered
at the University of Arizona. Currently, Mr. Sember serves as the Chair of the Screening Panel and Board member for the Desert Angels,
a Tucson based group of angel investors. Desert Angels was recently ranked as number 1 in the Southwest and number 8 in the Country based
on deal activity. The foundation of Mr. Sember’s career was established at Marion Laboratories (later Marion Merrell Dow). Mr.
Sember performed in a wide range of functions from sales to clinical research and later to R&D program management. Following Marion
Merrell Dow, Mr. Sember was Executive VP of Corporate Business Development for Élan Corporation, responsible for strategic collaborations
and mergers and acquisitions. Mr. Sember has extensive public and private board experience. He has broad experience in capital raises
for both established and startup companies. Mr. Sember earned a Bachelor of Science degree from the University of Pittsburgh and an MBA
from Rockhurst University.
Board
Committees
Effective as of the Effective Time, the
Company’s audit committee was comprised of James Culverwell (chair),Natalie Leong and Joseph Cooper, the Company’s
compensation committee was comprised of James Culverwell, Michael Sember and Dennis Langer (chair) and the Company’s
nominating committee was comprised of Joseph Cooper, Natalie Leong (chair) and Michael Sember. The Company’s audit committee
charter was amended and restated on the closing date of the Merger and is attached hereto as Exhibit 10.3 and incorporated by
reference. The Compensation Committee charter and Nominating committee charters were adopted on the closing date of the merger and
are attached hereto as Exhibits 10.4 and 10.5, respectively and are incorporated herein by reference.
Director
Compensation
Under
our director compensation policy, which commenced in 2021, non-employee directors are entitled to receive the following cash compensation
for their services:
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●
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each
non-employee director receives an annual base retainer of $60,000.
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●
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each
committee chairman receives an additional retainer of $15,000 for his or her service as a chairman.
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●
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each
member of a standing committee receives an additional retainer of $5,000 for such service.
|
In
addition to cash compensation, our non-employee directors are also entitled to equity awards under our director compensation policy.
Each non-employee director who first joins us is automatically granted an inaugural award of options to purchase shares of Quoin common
stock valued at $165,000. In addition, each non-employee director receives an annual award of options to purchase shares of Quoin common
stock valued at of options valued at $60,000.
Non-employee
directors who have joined the Quoin board subsequent to the execution of the Merger Agreement will receive their cash and equity compensation
on a prorated basis.
Agreements
with Certain Executive Officers
Pursuant
to his employment agreement, dated January 1, 2017 (the “Myers Agreement”) which Agreement was assumed by the Company at
the Effective Time, Dr. Myers is entitled to an annual base salary of $500,000, which accrues monthly until paid by Quoin. In addition,
Dr. Myers is entitled to receive, subject to employment by Quoin on the applicable date of bonus payout, an annual target discretionary
bonus of not less than 30% of his annual base salary, payable at the discretion of the board of directors. Pursuant to the Myers Agreement,
Dr. Myers is also eligible to receive healthcare benefits as may be provided from time to time by Quoin to its employees generally, and
to receive paid time off annually in accordance with Quoin’s policies in effect from time to time. Additionally, the Myers Agreement
provides Dr. Myers with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500.
Pursuant
to her employment agreement, dated January 1, 2017 (the “Carter Agreement”), which Agreement was assumed by the Company at
the Effective Time, Ms. Carter is entitled to an annual base salary of $400,000, which accrues monthly until paid by Quoin. In addition,
Ms. Carter is entitled to receive, subject to employment by Quoin on the applicable date of bonus payout, an annual target discretionary
bonus of not less than 30% of her annual base salary, payable at the discretion of the board of directors. Pursuant to the Carter Agreement,
Ms. Carter is also eligible to receive healthcare benefits as may be provided from time to time by Quoin to its employees generally,
and to receive paid time off annually in accordance with Quoin’s policies in effect from time to time. Additionally, the Carter
Agreement provides Ms. Carter with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500.
The
foregoing descriptions of the Myers Agreement and the Carter Agreement do not purport to be complete and are qualified in their entirety
by reference to the complete text of the Koconis Agreement and the Consulting Agreement, respectively, which are incorporated herein
by referenced into this Current Report on Form 8-K as Exhibits 10.1, and 10.2, respectively.
Related-Party
Transactions
The
following is a summary of transactions since January 1, 2019 and all currently proposed transactions, to which the Company has been a
participant, in which:
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●
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the
amounts exceeded or will exceed the lesser of $120,000 or one percent of the average of the
company’s total assets at year-end for the last two completed fiscal years; and
|
|
●
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any
of its current directors, executive officers or holders of more than 5% of the respective
capital stock, or any member of the immediate family of the foregoing persons, had or will
have a direct or indirect material interest.
|
On
October 2, 2020, the Company commenced an offering of convertible notes and warrants. From October through December 2020, the Company
received an aggregate of approximately $910,000 in the initial bridge financing, and issued 2020 Notes with an aggregate face value of
$1,213,333. Approximately 22% of the initial bridge financing was received from parties who are related to or affiliated with members
of the Company’s board of directors.
In
2019 and 2020, the Company borrowed funds from Dr. Myers and Ms. Carter in order to cover certain operating expenses, as follows:
Year
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|
Borrowed from
Dr. Myers
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Borrowed from
Ms. Carter
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2019
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$
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140,657
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$
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64,011
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2020
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$
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5,795
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$
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14,522
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Other
than the foregoing, since January 1, 2019, Quoin has not been a participant in any transactions in which (i) the amounts exceeded or
will exceed the lesser of $120,000 or one percent of the average of Quoin’s total assets at year-end for the last two completed
fiscal years, and (ii) any of its current directors, executive officers or holders of more than 5% of the shares, or any member of the
immediate family of the foregoing persons, had or will have a direct or indirect material interest.
Quoin
does not have a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed
above were not reviewed, approved or ratified in accordance with any such policy.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Company held a special meeting of the Company’s stockholders on September 27, 2021. (the “Special Meeting”), in addition
to approving the Merger and the issuance of ordinary shares pursuant to the Merger, the Company’s stockholders approved an amendment
to the Company’s articles of association (the “Articles of Association”) to change the corporate name of the Company
from “Cellect Biotechnology Ltd” to “Quoin Pharmaceuticals, Ltd.” (the “Name Change”).
Name
Change
On
October 28, 2021, in connection with the Merger, the Company filed an amendment to the Articles of Association with the [Israeli registrar]
to effect the Name Change, which changed the Company’s name from “Cellect Biotechnology Ltd.” to “Quoin Pharmaceuticals,
Ltd.” The Name Change did not alter the voting powers or relative rights of the ordinary shares.
On
October 29, 2021, the trading symbol on the Nasdaq Capital Market for the American Depositary Shares (ADSs) was changed from “APOP”
to “QNRX” to reflect the Name Change.
The
foregoing description of the Name Change does not purport to be complete and is qualified in its entirety by reference to the complete
text of the amendment to the Articles of Association that effected the Name Change, which is filed herewith as Exhibit 3.1, and incorporated
herein by reference.
Quoin
Private Placement Transaction
On October 28, 2021, the Company and Quoin completed a previously announced
private placement transaction with the Investor for an aggregate purchase price of approximately $17.0 million (comprised of (x) approximately
$5 million of senior secured notes issued in connection with the bridge loan that the Investor made to Quoin at the time of the execution
of the Merger Agreement (the “Quoin Bridge Financing”), and (y) approximately $12 million in cash from the Investor whereby,
among other things, Quoin issued to the Investor common stock of Quoin immediately prior to the Merger (the “Pre-Merger Financing”),
pursuant to the Securities Purchase Agreement made and entered into as March 24, 2021, by and among the Company, Quoin and the Investor,
as amended by that certain Amendment Agreement dated September 17, 2021 by and among the Company, Quoin and the Investor (collectively,
the “Financing Purchase Agreement”).
At
the closing of the Pre-Merger Financing, Quoin issued and sold to the Investor common stock of Quoin. In addition, under the Financing
Purchase Agreement, as amended, the Company has agreed to issue on the one hundred thirty sixth (136th) trading day following
the consummation of the Merger (i) Series A Warrants to purchase ADS (the “Series A Warrants”) (ii) Series B Warrants to
purchase ADS (the “Series B Warrants”) and (iii) Series C Warrants to purchase ADS (“Series C Warrants” and,
together with the Series A Warrants and Series B Warrants, the “Investor Warrants”).
In addition, pursuant to the terms of the Securities Purchase Agreement,
dated as of March 24, 2021 between Quoin and the Investor, the Company will issue to the Investor, at the Effective Time warrants to purchase
1,238,429 ADS (the “Exchange Warrants”) at an exercise price of $3.98 per ADS in exchange of Warrants issued by Quoin to the
Investor in connection with the Quoin Bridge Financing. The Exchange Warrants and ADSs underlying the Exchange Warrants were registered
with the SEC on the Registration Statement.
The
terms and conditions of the Pre-Merger Financing, including the Investor Warrants and Bridge Warrants, are described in the sections
entitled “Securities Purchase Agreements--Equity Financing--Bridge Financing” in the Report of Foreign Issuer on Form
6-K filed with the SEC on March 24, 2021 and under that Report of Foreign Issuer on Form 6-K filed with the SEC on September 17, 2021.
The
forms of the Investor Warrants and Exchange Warrants were previously filed as an exhibit to the Amendment Agreement filed as Exhibit
99.1 to the Report of Foreign Issuer filed on September 17, 2021 and are incorporated herein.
Financial
Statements and Exhibits.
(a)
Financial Statements of Business Acquired
Quoin’s
audited financial statements for the year ended December 31, 2020 and the notes related thereto will be filed by amendment as soon as
possible, but not later than January 11, 2022.
Quoin’s
unaudited interim financial statements for the six months ended June 30, 2021, and the notes related thereto, will be filed by amendment
as soon as possible, but not later than January 11, 2022.
(b)
Pro Forma Financial Information
The
Company’s unaudited pro forma condensed consolidated financial statements for the six months ended June 30, 2021 and for the year
ended December 31, 2020 and the notes related thereto, will be filed by amendment as soon as possible, but not later than January 11,
2022.
Contingent
Value Rights
Concurrently
with the Merger, Cellect completed the sale of its subsidiary, Cellect Biotherapeutics Ltd., to EnCellX, Inc. (the “Share Transfer”)
and entered into a Contingent Value Rights Agreement dated as of October 28, 2021 (the “CVR Agreement”).
Upon
the closings of the Merger and Share Transfer, the holders of Cellect’s ordinary shares immediately prior to the Merger, including
the Depositary for the Company’s American Depositary Shares (“ADS”), became entitled to one contingent value right
(“CVR”) for each ordinary share outstanding. Pursuant to the Deposit Agreement governing the ADS, the Depositary will
distribute the CVRs pro rata to the holders of record of the ADS as of the close of business on October 27, 2021 (“Eligible ADS
Holders”). The date for distribution of the CVRs by the Depositary to Eligible ADS Holders will be November 5, 2021.
As
described in the Company’s Proxy Statement dated August 10, 2021, for the Company’s special general meeting of shareholders,
the receipt of CVRs may have income tax and other tax consequences for holders of the CVRs. Each holder should consult with a tax
advisor regarding the tax implications for such holder. The CVR Agreement provides that each holder of CVRs will have the ability
to abandon such holder’s CVRs at any time, at such holder’s option, by transferring such CVRs to the Company without consideration
for such transfer.
The
CVRs, when distributed, will be non-transferable, except in limited circumstances. The CVR Agreement provides that a holder of CVRs may
not sell, assign, transfer, pledge, encumber, or otherwise dispose of such holder’s CVRs, other than pursuant to an abandonment
(as described above) or another permitted transfer described in the CVR Agreement. Permitted transfers will include a transfer of one
or more CVRs (i) by the Depositary to the Eligible ADS Holders (as described above); (ii) upon death by will or intestacy; (iii) by instrument
to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iv) made
pursuant to a court order; (v) made by operation of law (including a consolidation or merger) or without consideration in connection
with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; and (vi)
in the case of CVRs payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from
such nominee to another nominee for the same beneficial owner.
The
information in this Form 6-K, including the exhibit hereto, shall be incorporated by reference into the Company’s registration
statements on Form S-8 (Registration Nos. 333-21847, 333-220015, 333-225003 and 333-232230) and on Form F-3 (333-21964 and 333-229083).
(d)
Exhibits.
Exhibit No.
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Exhibit
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2.1
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Agreement and Plan of Merger and Reorganization, dated March 24, 2021, by and among the Company, Quoin. and Merger Sub (filed as Exhibit 2.1 to Report of Foreign Issuer on Form 6-K as filed on March 24, 2021, and incorporated herein by reference)
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3.1
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Amendment to Articles of Association of the Company related to the Name Change (filed as Annex E to Exhibit 99.2 to Report of Foreign Issuer on Form 6-K as filed on August 13, 2021, and incorporated herein by reference)
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4.1
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Form of Series A/B/C Warrants (incorporated by reference to Exhibit 99.1 to Company’s Report of Foreign Issuer filed on September 17, 2021)
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4.2
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Form of Exchange Warrant (incorporated by reference to Exhibit 99.1 to the Company’s Report of Foreign Issuer filed with the SEC on September 17, 2021)
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10.1
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Myers Employment Agreement
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10.2
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Carter Employment Agreement
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10.3
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Audit Committee Charter
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10.4
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Compensation Committee Charter
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10.5
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Nominating Committee Charter
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99.1
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Press Release dated October 28, 2021
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SIGNATURE
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, thereunto duly authorized.
Date:
October 28, 2021
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QUOIN
PHARMACEUTICALS LTD.
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|
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By:
|
/s/
Michael Myers
|
|
Name:
|
Michael
Myers
|
|
Title:
|
Chief
Executive Officer
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9
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