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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 27, 2024

 

QUOIN PHARMACEUTICALS LTD.
(Exact name of registrant as specified in its charter)

 

State of Israel   001-37846   92-2593104
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

42127 Pleasant Forest Court

Ashburn, VA

   20148-7349
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (703) 980-4182

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
American Depositary Shares, each representing one (1) Ordinary Share, no par value per share   QNRX   The Nasdaq Stock Market LLC
Ordinary Shares, no par value per share*       N/A
*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securities and Exchange Commission.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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

 

 

 

 

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