UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of

the Securities Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )

Check the appropriate box:

Quoin Pharmaceuticals Ltd.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)(check the appropriate box):

September 12, 2023

Dear Shareholder,

You are cordially invited to attend the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of Quoin Pharmaceuticals Ltd. The Annual Meeting will be held on Thursday, October 19, 2023, at 12 p.m., Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

Our notice of the Annual Meeting and the accompanying proxy statement describe in detail the matters to be acted upon at the Annual Meeting. Our board of directors recommends a vote “FOR” Proposals 1-10 and 12-14 and a vote for “three years” in Proposal 11, as the frequency with which shareholders are provided an advisory vote on the compensation of our named executive officers, as set forth in the notice.

The notice, the proxy statement, the Annual Report on Form 10-K for the year ended December 31, 2022, as well as the proxy card and voting instruction form, as applicable, are being first distributed and made available to shareholders on or about September 12, 2023.

We have fixed the close of business on September 11, 2023 as the record date for the determination of shareholders entitled to get the notice of, and to vote on the matters proposed at, the Annual Meeting and any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, I urge you to vote by marking, signing and dating the accompanying proxy card if you hold ordinary shares, or voting instruction form if you hold ordinary shares represented by American Depositary Shares, and returning it promptly. If your shares are held in an account at a bank, broker or other nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your shares.

We look forward to seeing you at the Annual Meeting.

NOTICE OF ANNUALSPECIAL GENERAL MEETING OF SHAREHOLDERS

To be held on Thursday, October 19, 2023TO BE HELD ON March 29, 2024

Notice is hereby given to the holders of ordinary shares, no par value (“ordinary shares”), as well as holders of ordinary shares that are represented by American Depositary Shares (“ADSs”), collectively referred to as “shareholders,” of Quoin Pharmaceuticals Ltd. (“Quoin,(the “Company,” “Quoin,” “we,” “us,” “our”) in connection with the solicitation by our board of directors (the “Board”) of proxies for use at the Annuala Special General Meeting of Shareholders (the “Annual“2024 Special Meeting”) to be held on Thursday, October 19, 2023,Friday, March 29, 2024, at 1212:00 p.m., U.S. Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

The Annualpurpose of the 2024 Special Meeting is being called forto approve the following purposes:

issuance of the maximum number of the Company’s ordinary shares represented by ADSs issuable pursuant to the purchase agreement, dated as of January 25, 2024, with Alumni Capital LP (the “Alumni Issuance Proposal”).The Board recommends that the shareholdersyou vote “FOR” Proposals 1-10 and 12-14 and vote for “three years” inthe Alumni Issuance Proposal, 11, as the frequency with which shareholders are provided an advisory vote on the compensation of our named executive officers, as described in the accompanying proxy statement.

We are currently not aware of any other matters that will come before the Annual2024 Special Meeting. If any other matters are presented properly at the Annual2024 Special Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment and the interest of Quoin.judgment.

The Annual2024 Special Meeting will be properly convened if at least two shareholders attend the Annual2024 Special Meeting in person or by proxy, provided that they hold shares representing at least twenty-five percent (25%) of the outstanding voting rights of Quoin. If such quorum is not present within half an hour from the time scheduled for the Annual2024 Special Meeting, the Annual2024 Special Meeting will be adjourned for one week (to the same time and place), or to a later date or other place as may be specified by the Board in the notice of the Annual Meeting or bya notice to shareholders eligible to vote. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.

Only shareholders of record at the close of business on September 11, 2023,February 23, 2024 are entitled to get the notice of, and to vote at, the Annual2024 Special Meeting, or at any adjournment or postponement thereof.

A proxy statement describing the various mattersproposal to be voted upon at the Annual2024 Special Meeting, along with a proxy card or voting instruction form enabling the shareholders to indicate their vote on each matter, and our Annual Report on Form 10-K for the year ended December 31, 2022,Alumni Issuance Proposal are being distributed and made available to all shareholders entitled to participate in and vote at the Annual2024 Special Meeting on or about September 12, 2023.February [●], 2024.

You are invited to attend the 2024 Special Meeting to vote on the proposal described in the proxy statement. However, you do not need to attend the 2024 Special Meeting to vote your shares. Instead, you may submit the enclosed proxy card if you hold ordinary shares or voting instruction form if you hold ordinary shares represented by ADSs.

Holders of ordinary shares must submit their proxy cards to Quoin c/o Quoin Pharmaceuticals Ltd. at 42127 Pleasant Forest Ct., Ashburn, VA 20148, so that such proxy cards are received no later than twenty-four (24) hours prior to the scheduled date and time of the Annual2024 Special Meeting. HoldersIf you hold ADSs, you must instruct the Bank of New York Mellon, which acts as the depositary for the ADSs (the “Depositary”), either directly or through your broker, bank or other nominee, how to vote the ordinary shares represented by your ADSs. You must follow the instructions in the enclosed voting instruction form from the Depositary if you are a registered holder of ADSs, with each ADS representing sixty thousand (60,000) ordinary shares, should return theiror follow the instructions from your broker, bank or other nominee if you hold your ADSs in “street name” (meaning held through a bank, broker or other nominee). You are kindly requested to promptly provide your voting instructions byto the date and in the manner set forth on their voting instruction form.Depositary or your broker, bank or nominee, as applicable, so that your vote will be counted.

Effective July 18,November 8, 2023, the Company effected a reverse split (the “Reverse Split”) of its ordinary shares at a ratio of 1-for-60,000. As a result of the Reverse Split, effective November 8, 2023, the ratio of ADSs to the ordinary shares they represent changed from 1 ADS representing five thousand (5,000) ordinary shares to 1one ADS representing sixty thousand (60,000) ordinary shares which resulted in a 1 for 12 reverse split of the issued and outstanding ADSsto one ADS representing one ordinary share (the “Ratio Change”). All ADSs and related option or warrant information presented in this proxy statement have been retroactively adjusted to reflect the number of ADSs resulting from the Ratio Change, and all fractional ADSs to which a holder would be entitled upon the exercise of options as a result of the Ratio Change were rounded up to the nearest whole number.

If your shares in Quoin are held in “street name” (meaning held through a bank, broker or other nominee), you will be able to either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder that enables you to participate in and to vote your shares at the Annual Meeting (or to appoint a proxy to do so).

Important Notice Regarding the Availability of Proxy Materials

for the Annual General2024 Special Meeting of Shareholders

to be held on Thursday, October 19, 2023Friday, March 29, 2024 at 1212:00 p.m., U.S. Eastern Time,

at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103

The proxy statement and Annual Report on Form 10-K areis available at

https://quoinpharma.gcs-web.com/annual-report-and-proxy-statementspecial-meetings..

SPECIAL GENERAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

Table of Contents

42127 Pleasant Forest Ct., Ashburn, VA 20148

PROXY STATEMENT

FOR THE 2023 ANNUALSPECIAL GENERAL MEETING OF SHAREHOLDERS

Thursday, October 19, 2023TO BE HELD ON MARCH 29, 2024

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?GENERAL INFORMATION

We have sent these proxy materials to the holders of our ordinary shares, no par value (the “ordinary shares”), as well as holders of our ordinary shares that are represented by American Depositary Shares (“ADSs”), collectively referred to as “shareholders,” because the board of directors (the “Board”) of Quoin Pharmaceuticals Ltd., an Israeli company (the “Company,” “Quoin,” “Quoin Ltd.,” “we,” “us,” “our”), is soliciting your proxy to vote at the 2023 AnnualSpecial General Meeting of Shareholders (the “Annual“2024 Special Meeting”), or any adjournment or postponement of the Annual2024 Special General Meeting. You are invited to attend the Annual2024 Special Meeting to vote on the proposalsproposal described in this proxy statement. However, you do not need to attend the Annual2024 Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you hold ordinary shares or voting instruction form if you hold ordinary shares represented by ADSs.

We intend to distribute and make available these proxy materials on or about September 12, 2023February [●], 2024 to all shareholders of record entitled to vote at the Annual2024 Special Meeting.

The purpose of the 2024 Special Meeting is to approve the issuance of the maximum number of the Company’s ordinary shares represented by ADSs issuable pursuant to the purchase agreement, dated as of January 25, 2024, with Alumni Capital LP (the “Alumni Issuance Proposal”). We are currently not aware of any other matters that will come before the 2024 Special Meeting. If any other matters are presented properly at the 2024 Special Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment.

Even if you plan to attend the 2024 Special Meeting, please vote in advance so that your vote will be counted if you later decide not to attend the 2024 Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE 2024 SPECIAL MEETING

How do I attend the Annual2024 Special Meeting?

The Annual2024 Special Meeting will be held on Thursday, October 19, 2023,Friday, March 29, 2024, beginning at 1212:00 p.m., U.S. Eastern Time, at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103.

Attendance at the Annual2024 Special Meeting is limited to shareholders of Quoin as of the record date (September 11, 2023)February 23, 2024 (the “Record Date”).

If you attend the Annual2024 Special Meeting, you will be asked to present valid, government-issued photo identification, such as a driver’s license. If you hold your shares in “street name” through a bank, broker or other nominee, you will need proof of ownership to be admitted to the Annual2024 Special Meeting. A recent brokerage statement or a letter from your bank, broker or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must get a legal proxy in your name from the broker, bank or other nominee that holds your shares and submit it with your vote.

Who canis entitled to vote at the Annual2024 Special Meeting?

Shareholders of record who held ordinary shares or ADSs at the close of business on September 11, 2023 (the “Record Date”),February 23, 2024, the Record Date, are entitled to get the notice of, and to vote at, the Annual2024 Special Meeting. Shareholders who, as of the Record Date, held ordinary shares or ADSs through a bank, broker or other nominee, which is a shareholder of record of Quoin, at the close of business on the Record Date, are considered to be beneficial owners of shares held in “street name.” Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Annual2024 Special Meeting, but may not actually vote their shares in person at the Annual2024 Special Meeting unless they first obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.

As of the Record Date, there were 59,233,024,799[●] ordinary shares issued and outstanding and entitled to vote at the Annual2024 Special Meeting, of which approximately [●] were represented by ADSs. Each ordinary share is entitled to one vote on the Alumni Issuance Proposal. Each ADS represents one of our ordinary shares.

You do not need to attend the 2024 Special Meeting to vote your shares. Shares represented by valid proxies, received in time for the 2024 Special Meeting and not revoked prior to the 2024 Special Meeting, will be voted at the 2024 Special Meeting.

What am I voting on?

This proxy statement describes the proposalsproposal on which we would like you, as a shareholder, to vote at the Annual2024 Special Meeting. This proxy statement provides you with information on the proposals,proposal, as well as other information about us, so that you can make an informed decision as to whether and how to vote your shares.

At the Annual2024 Special Meeting, shareholders will act uponbe asked to approve the following proposals:

In addition,issuance of the maximum number of the Company’s ordinary shares represented by ADSs issuable pursuant to the purchase agreement, dated as of January 25, 2024, with Alumni Capital LP (the “Alumni Issuance Proposal”). The Board recommends shareholders attendingvote “FOR” the Annual Meeting will have an opportunity to review and ask questions regarding our financial statements for the year ended December 31, 2022.Alumni Issuance Proposal, as set forth in this proxy statement.

What if another matter is properly brought before the Annual2024 Special Meeting?

As of the date of this proxy statement, our Board knows of no other matters that will be presented for consideration at the Annual2024 Special Meeting. If any other matters are properly brought before the Annual2024 Special Meeting, it is the intention of your proxyholders to vote on those matters in accordance with their best judgment.

CanWhat happens if I change my vote after submitting my proxy?do not vote?

AIf you are a shareholder of record may revokeof our ordinary shares and do not vote in person or by proxy, your shares will not be voted.

If you are shareholder of record of our ADS and do not vote in person or instruct the Depositary how to vote, your shares will not be voted. Under the terms of our Deposit Agreement with The Bank of New York Mellon, as Depositary, and the holders of the ADSs, the Depositary shall endeavor (to the extent practicable and in accordance with applicable law and the articles of association of the Company) to vote or cause to be voted the number of ordinary shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are received by the Depositary from a proxy at any timeholder of ADSs on or before the deadlinedate established by the Depositary for receipt of proxies by (i) sending a written notice of revocation, or a duly executed proxy bearing a later date, to Quoin (in case of holders of ordinary shares) at its offices at 42127 Pleasant Forest Ct., Ashburn, VA 20148, Attention: Corporate Secretary, or to voteadr@mediant.com (insuch purpose, the case of ADS holders); or (ii) attending and voting in person at the Annual Meeting. Attendance at the Annual MeetingDepositary will not exercise any discretion in and of itself constitute revocation of a proxy. voting the ADSs.

If you hold your shares are held byin street name and do not provide your broker, bank or other nominee you should follow thewith instructions provided byon how to vote your shares, your broker, bank or other nominee.nominee will not be permitted to vote your shares on the Alumni Issuance Proposal at the 2024 Special Meeting. Brokers, banks and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. If the broker, bank or nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not be able to vote your shares on such matter, often referred to as a broker non-vote. We believe that the Alumni Issuance Proposal is a non-routine matter. Accordingly, your broker, bank or nominee may not vote your shares on the Alumni Issuance Proposal without your instructions. Because there are no routine matters on which brokers, banks or other nominees can vote without instruction at the 2024 Special Meeting, no broker non-votes are expected at the 2024 Special Meeting.

What is the quorum requirement?

Conducting business at the 2024 Special Meeting requires a quorum. The Annual2024 Special Meeting will be properly convened if at least two shareholders attend the Annual2024 Special Meeting in person or by proxy, provided that they hold shares representing at least twenty-five percent (25%) of the outstanding voting rights of Quoin. If such quorum is not present within half an hour from the time scheduled for the Annual2024 Special Meeting, the Annual2024 Special Meeting will be adjourned for one week (to the same time and place), or to a later date or other place as may be specified by the Board in the notice of the Annual Meeting or bya notice to shareholders eligible to vote. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.

Abstentions are counted as present for purposes of determining a quorum, but “non-votes” will not be counted as present for purposes ofincluded in determining whether a quorum is present atpresent. Because, as mentioned above, banks, brokers and nominee holders of record will not have discretionary voting authority with respect to the Annual Meeting. If yourAlumni Issuance Proposal, if a beneficial owner of shares are held in “street name” by yourdoes not give voting instructions to the broker, bank or other nominee you should instruct your broker, bank or other nominee how to vote yourholder of record, such shares using the instructions provided by your broker, bank or other nominee. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee to obtain information on how to vote your shares. Your broker, bank or other nominee will not vote your shares on any of the proposals at the Annual Meeting without instruction from you because they are not allowed to exercise their voting discretion with respect to any proposals that are considered non-routine. All proposals at this Annual Meeting are non-routine, and, if you hold your shares in “street name” and do not provide your broker, bank or other nominee with specific instructions regarding how to vote on any proposal, your broker, bank or other nominee will not be permitted to vote your shares on any proposalconsidered present at the Annual2024 Special Meeting, resultingwhich means such shares will not be included in determining whether a “non-vote” for each proposal.quorum is present.

How many votes are needed to approve each proposal?the Alumni Issuance Proposal?

Each ordinary share is entitled to one vote on each proposal that comes before the Annual Meeting. The affirmative vote of the holders of a majority of the voting power represented at the Annual2024 Special Meeting in person or by proxy and voting thereon is necessary for the approval of Proposals 1, 2, 3, 5, 10, 11, 12, 13 and 14. Approval of Proposals 4, 6, 7, 8 and 9 requires an affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon, provided, however, that either: (a) a majority of those shares present in person or represented by proxy and voting on the proposal, which are not held by a person who is a Controlling Shareholder or by a person who has a Personal Interest in the adoption of such proposal, are voted in favor of any such proposal; or (b) the number of shares voted against any such proposal is not greater than two percent (2%) of the number of our total issued and outstanding ordinary shares.Alumni Issuance Proposal. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter. If you hold your shares in street namethe Alumni Issuance Proposal and do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nomineetherefore will not be permitted to vote your shares on any proposal atimpact whether the Annual Meeting, resulting in a “non-vote”requisite majority has been achieved for eachapproval of such proposal. A “non-vote” will have no effect on whether any of the proposals has received the required shareholder vote. Therefore, it is important for a shareholder that holds shares through a bank, broker or other nominee to instruct its bank, broker or other nominee how to vote its shares, if the shareholder wants its shares to count for all proposals.

The term “Controlling Shareholder” is defined under the Israeli Companies Law 5759-1999, and regulations promulgated thereunder (the “Companies Law”), and means any person (where a corporation and its affiliates, as well as an individual and family members sharing a residence or dependent upon each other for their livelihood, are deemed to be a single person), or persons acting together (whether by means of any trust, syndicate, voting agreement or other arrangement), which, whether directly or indirectly, enjoys a de facto ability to direct our affairs, other than by exercise of official duty as our director or officer, with holdings by such person or persons of at least 50% of the rights to (x) vote in a shareholders’ meeting, or (y) appoint our directors or chief executive officer, creating a rebuttable presumption of “control.”

We are not aware of Quoin having any such “Controlling Shareholder”.

The term “Personal Interest” of a shareholder in this context is defined under the Companies Law, and means a personal interest in an act or transaction of the company, and is deemed to include the personal interest of: (x) any “Relative” of that shareholder; (y) any company with respect to which that shareholder (or any Relative of that shareholder) serves as a director or the chief executive officer, owns at least 5% of the outstanding share capital, or has the right to appoint a director or the chief executive officer; or (z) any person voting for that shareholder by power of attorney, even if the shareholder himself does not have a Personal Interest in such act or transaction, whether or not the person holding power of attorney has discretion as to how to vote on such matter); excluding, however, an interest arising solely from the ownership of shares; where the term “Relative” means: (a) a spouse, sibling, parent, grandparent, child or descendant; (b) a spouse’s child or descendant, parent or sibling; or (c) the spouse of any of the foregoing.

For Proposals 4, 6, 7, 8 and 9, which require the special majority approval described above, each shareholder must declare whether or not such shareholder is our “Controlling Shareholder”, or has a “Personal Interest” in the adoption of that proposal. If you are voting by proxy or providing a voting instruction, this declaration can be made by making the appropriate indication next to your vote on the proxy card or voting instruction form, as applicable. Whether or not you are a “Controlling Shareholder” or have a “Personal Interest” in the adoption of a proposal, you must make this declaration in order to ensure that your vote is counted.

The Board recommends shareholders vote “FOR” Proposals 1-10 and 12-14 and vote for “three years” in Proposal 11, as the frequency with which shareholders are provided an advisory vote on the compensation of our named executive officers, as set forth in the proxy statement.

How do I vote?

You can vote your shares by attending the Annual Meeting. If you do not plan to attend the Annual Meeting, theThe method of voting will differ for shares held as a record holder and shares held in “street name” (through a broker, bank or other nominee). Record holders of ordinary shares will receive proxy cards, holders of ordinary shares represented by ADSs will receive voting instruction forms, and holders of shares in “street name” will receive voting instruction cards directly from their bank, broker or nominee in order to instruct their banks, brokers or other nominees on how to vote.name.”

All ordinary shares represented by properly executed proxy cards or voting instruction forms will be voted as specified in the instructions indicated in such proxy cards or voting instruction forms, as applicable. If you are a holder of record as of the Record Date for the Annual Meeting and sign and return a proxy card if you hold ordinary shares, or a voting instruction form if you hold ordinary shares represented by ADSs, but do not specify how you want your shares voted on one or more proposals, the shares represented by properly executed and received proxy cards or voting instruction forms, as applicable, will not be voted “FOR” such proposals, but will be counted for the purpose of establishing a quorum. If you hold your shares in “street name” through a broker, bank or other nominee, you are considered, with respect to those shares, a beneficial owner. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion with respect to any items presented at the Annual Meeting, as described above.

Shareholders of Record

If you are a shareholder of record, (that is, you hold a share certificate that is registered in your name or you are listed as a shareholder in our share register), you can submit your vote by completing, signing and submitting a proxy card if you hold ordinary shares, or a voting instruction form if you hold ordinary shares represented by ADSs. Please follow the instructions on the proxy card or voting instruction form, as applicable. If you provide specific instructions (by marking a box) with regard to the proposals, yourAll ordinary shares represented by properly executed proxy cards or voting instruction forms will be voted as you instruct. The persons named as proxiesspecified in the enclosedinstructions indicated in such proxy cards or voting instruction forms, as applicable. If you sign and return a proxy card if you hold ordinary shares, or a voting instruction form if you hold ordinary shares represented by ADSs, but do not specify how you want your shares voted on the Alumni Issuance Proposal, the shares represented by properly executed and received proxy cards or voting information form,instruction forms, as applicable, will furthermorebe deemed to have abstained with respect to such proposal. If you are a shareholder of record, you can also vote in accordance withyour shares at the recommendations of the Board on any other matters that may properly come before the Annual2024 Special Meeting.

Shareholders Holding in “Street Name”

If you hold shares in “street name,” that is, you are an underlying beneficial holder who holds shares through a bank, broker or other nominee, such intermediary will provide you with instructions on how you may give voting instructions with respect to the voting process will be based onordinary shares underlying your directing theADSs. Please check with your broker, bank broker or other nominee, to vote the shares in accordance withas applicable, and carefully follow the voting instructions on your voting instruction card.procedures provided to you. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Annual2024 Special Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Annual2024 Special Meeting.

PleaseCan I change my vote after submitting my proxy?

A shareholder of record may revoke a proxy at any time before the deadline for receipt of proxies or voting instructions by (i) sending a written notice of revocation, or a duly executed proxy or voting instruction form, as applicable, bearing a later date, to Quoin (in case of holders of ordinary shares) at its offices at 42127 Pleasant Forest Ct., Ashburn, VA 20148, Attention: Corporate Secretary, or to voteadr@mediant.com (in the case of ADS holders); or (ii) attending and voting in person at the 2024 Special Meeting. Attendance at the 2024 Special Meeting will not in and of itself constitute a revocation of your proxy. If your shares are held by your broker, bank or other nominee, you should follow the instructions on the voting instruction card received fromprovided by your broker, bank broker or other nominee. You may also be able to submit voting instructions to a bank, broker or other nominee by phone or via the Internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready for use in providing your voting instructions.

It is important for a shareholder that holds shares through a bank, broker or other nominee to instruct such bank, broker or other nominee how to vote the shares if the shareholder wants such shares to count for the vote on the proposal.

When are shareholder proposals and director nominations due?

Any one or more shareholdersFor a shareholder proposal submitted in accordance with Section 66(b) of Quoin holding at least 1% of Quoin’s voting rights (the “Proposing Shareholder(s)”) may request, subject to the Israeli Companies Law, that the Board include a matter on the agenda of a general meeting, including to nominate a candidate to serve on our Board, if the Board determines that the proposed matter is appropriate5759-1999, to be considered attimely, a general meeting. In order for the Board to consider a shareholder proposal and whether to include the matter stated therein in the agenda of a general meeting, notice of the shareholder proposal must be timely delivered in accordance withwithin three days following the Companies Law andCompany’s notice of convening the regulations thereto and must comply with the requirements of our Articles of Association, and any applicable law and stock exchange rules and regulations. To be considered submitted in a timely manner under the Companies Law,2024 Special Meeting. Accordingly, such proposalrequest made by an eligible shareholder must be deliveredreceived by us at our offices, c/o Quoin Pharmaceuticals Ltd. at 42127 Pleasant Forest Ct., Ashburn, VA 20148, Attention: Corporate Secretary, no later than seven days following our notice[●], 2024. To the extent that there are any additional agenda items that the board of directors determines to add as a result of any such submission, we will publish an updated agenda and proxy card with respect to the annual meeting (which for this Annual meeting is September 19, 2023). The proposal must2024 Special Meeting, no later than [●], 2024, which will be in writing, signed by all offiled with the Proposing Shareholder(s) making such request, accompanied by evidence satisfactoryU.S. Securities and Exchange Commission (the “SEC”) and made available to us of their aggregate holdings ofthe public on the SEC’s website at least 1% of our voting rights and, for a proposal of a candidate to serve on our Board, such candidate’s details in accordance with Section 26 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970, accompanied by the candidate’s affidavit as required under Section 224B of the Companies Law.http://www.sec.gov.

Shareholder proposals may also be submitted for inclusion in proxy materials under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 14a-8 under the Exchange Act, to be eligible for inclusion in our proxy materials for the 2024 Annual General Meeting of Shareholders, shareholder proposals must be received by Quoin no later than May 15, 2024 and must comply with all applicable requirements of Rule 14a-8. In addition, to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Quoin’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than August 20, 2024.

All shareholder proposals should be addressed to: Quoin c/o Quoin Pharmaceuticals Ltd. at 42127 Pleasant Forest Ct., Ashburn, VA 20148, Attention: Corporate Secretary.

How can I find out the Annual2024 Special Meeting voting results?

The final voting results will be tallied by our Chief Financial Officer based on the information provided by our transfer agent or otherwise and will be published following the Annual2024 Special Meeting in a Current Report on Form 8-K that we expect to file with the U.S. Securities and Exchange Commission (the “SEC”)SEC within four business days after the Annual2024 Special Meeting.

Who is paying for this proxy solicitation?

We will bear the costs of solicitation of proxies for the Annual2024 Special Meeting, including the preparation, assembly, printing, mailing and distribution of the proxy materials. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Banks, brokers or other nominees have been requested to forward soliciting material to the beneficial owners of shares held of record by them, and such custodians will be reimbursed by us for their reasonable out-of-pocket expenses.

What proxy materials are available online?

Copies of the proxy card, voting information form, the Notice of AnnualSpecial General Meeting of Shareholders and this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 are available at https://quoinpharma.gcs-web.com/annual-report-and-proxy-statementspecial-meetings. Information contained on or accessible through this website is not incorporated by reference in, or otherwise a part of, this proxy statement, and any references to this website are intended to be inactive textual references only.

THE PROPOSAL ONE Alumni Issuance Proposal— ELECTION OF DIRECTORS

Summary of the Alumni Purchase Agreement

On January 25, 2024, we entered into a Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni”). Pursuant to the Purchase Agreement, the Company has the right to sell to Alumni up to $8,000,000 (the “Commitment Amount”) of newly issued ADSs (the “Purchase Notice Securities”), subject to certain conditions and limitations, from time to time during the term of the Purchase Agreement.

ADSs may be sold by the Company pursuant to the Purchase Agreement over a period beginning on the later of (i) the date that a registration statement that we agreed to file with the SEC pursuant to the Purchase Agreement is declared effective by the SEC, and (ii) the date that shareholder approval of the Alumni Issuance Proposal is obtained (such later date, the “Initiation Date”) and ending on the earlier of (i) the date on which Alumni has purchased ADSs pursuant to the Purchase Agreement for an aggregate purchase price of the Commitment Amount, and (ii) the 90^th day after the Initiation Date; provided, however, that the Company has the option at its sole discretion to extend such period by up to an additional 90 days by written notice to Alumni given at least ten days prior to the end of the original 90 day period (such period, including any extension, the “Commitment Period”). If shareholder approval of the Alumni Issuance Proposal is not obtained by April 30, 2024, the Company may terminate the Purchase Agreement by written notice to Alumni and neither party shall have any obligation or liability to the other party.

Upon the satisfaction of the conditions in the Purchase Agreement, we will have the right, but not the obligation, except as provided in the next sentence, from time to time at our sole discretion over the Commitment Period described above, to direct Alumni to purchase up to an amount of ADSs as set forth in the Purchase Agreement; provided, that Alumni’s maximum commitment under any single purchase will not exceed the amounts described below. The Company has agreed to issue purchase notices for an aggregate of at least $4,000,000 of the Commitment Amount prior to the end of the Commitment Period.

The Board of Directors

The Board currently consists of seven members. Following the recommendation of our Nominating and Governance Committee, our Board has nominated for election each of our incumbent directors: Dr. Michael Myers, Denise Carter, Joseph Cooper, James Culverwell, Dr. Dennis Langer, Natalie Leong, and Michael Sember. Eachpurchase price per share of the seven nominees, if elected,ADSs that may be sold to Alumni under the Purchase Agreement in such purchases will serve as our director until our next annual general meeting of shareholders and until his or her successor is duly elected and qualified, or until such director’s earlier resignation or retirement.

In accordance with the Companies Law, all nominees for election as directorsequal, at the Annual Meeting have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as directors.

All nominees have consented to be named and have indicated their intent to serve if elected. In the event any of the nominees is unable or unwilling to serve as a director, the persons named in the proxy intend to vote “FOR” the election of any person as may be nominated by the Board in substitution. We have no reason to believe that any of the nominees named in this proxy statement will be unable to serve as a director if elected.

The following table sets forth certain information, as of the Record Date, as to each nominee for the office of director:

Set forth below is a summary of the business experience of each of our directors.

Dr. Michael Myers, Chief Executive Officer and Director. Dr. Myers is the co-founder of Quoin Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of Quoin Ltd (“Quoin Inc.”), and has served as Chairman and Chief Executive Officer of Quoin Inc. since its inception in 2018. Dr. Myers has served as Chairman and Chief Executive Officer of Quoin Ltd. since October 28, 2021. Dr. Myers has over 35 years of industry experience in the drug delivery and specialty pharmaceutical sectors. From 2003 to October 2015, he served as Chief Executive Officer of Innocoll AG (n/k/a Innocoll Biotherapeutics N.A. Inc.), a biotherapeutics pharmaceutical company, and was responsible for taking that company public in 2014. From 2001 to 2002, he served as President of the drug delivery division of West Pharmaceutical Services, Inc. (NYSE: WST), a designer and manufacturer of injectable pharmaceutical packaging and delivery systems. From 1996 to 1999, Dr. Myers served as the President of Pharmaceutical Operations for Fuisz Technologies (Biovail), a developer of food and drug delivery systems and technologies. From 2000 to 2001, Dr. Myers served as Executive Vice President and Chief Commercial Officer in Flamel Technologies (n/k/a Avadel Pharmaceuticals PLC (Nasdaq: AVDL), a specialty pharmaceutical company. From 1987 to 1995, Dr. Myers served as the Head of Pharmaceutical Development for Elan Corporation, a biotechnology drug company. From 2022 to June 2023, Dr. Myers served as a director of Ethicann Pharmaceuticals and SquareX Pharmaceuticals, each a clinical stage pharmaceutical company. In August 2023, Dr. Myers became a director of Cranial Devices Inc., a pre-clinical stage medical device company. Since 2019, Dr. Myers has served as a director of Sonoran Bioscience and Wellesley Pharmaceuticals, each a specialty pharmaceutical company. Dr. Myers earned his Ph.D. In Chemistry from the University College Cork, Ireland. We believe Dr. Myers is qualified to serve on our Board due to his extensive knowledge as one of Quoin Inc.’s co-founders and Chief Executive Officer, and his extensive commercial and management experience with both public and private life sciences companies.

Denise Carter, Chief Operating Officer and Director. Ms. Carter is the co-founder of Quoin Inc. and has served as a director and Chief Operating Officer of Quoin Inc. since its inception in 2018. Ms. Carter has served as a director and Chief Operating Officer of Quoin Ltd. since October 28, 2021. Ms. Denise Carter has over 30 years of experience in the drug delivery and specialty pharmaceutical industries. From June 2003 to October 2015, Ms. Carter held various positions at Innocoll AG (n/k/a Innocoll Biotherapeutics N.A. Inc.), including President of Innocoll Pharmaceuticals and Executive Vice President of Business Development and Corporate Affairs of Innocoll AG. From 2001 to 2003, Ms. Carter was the Vice President of Business Development of the drug delivery division of West Pharmaceuticals, Inc. (NYSE: WST). From 2000 to 2001, she was the Senior Director of Business Development of Eurand, a specialty pharmaceutical company. From 1996 to 1999, Ms. Carter was the Director of Business Development and Alliance Management of Fuisz Technologies (Biovail). From 1999 to 2000, Ms. Carter was the Director of Business Development of Cardinal Health, Inc., a multi-national health care service company. 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. We believe Ms. Carter is qualified to serve on our Board due to her extensive knowledge as one of Quoin Inc.’s co-founders and Chief Operating Officer, and her extensive business development, sales and marketing and fund raising experience in the life sciences industry.

Joseph Cooper, Director. Mr. Cooper has served as a director of Quoin Inc. since May 2021. Mr. Cooper has served as a director of Quoin Ltd. since October 28, 2021. Mr. Cooper has significant experience in operational, corporate development and general management roles within the pharmaceutical and healthcare industry. Since 2012, Mr. Cooper has served as the President of Boulder Cove LC, a pharmaceutical and healthcare consulting company. From September 2019 to December 2022, Mr. Cooper served as the Chief of Strategy and Corporate Development for Resonea, Inc., a digital health company. From August 2018 to December 2019, Mr. Cooper served as the Chief Business Officer of NuvOx Pharmaceuticals, a clinical stage pharmaceutical company. From January 2015 to August 2018, Mr. Cooper served as Chief Financial and Operating Officer for First Place, AZ, a non-profit healthcare services organization. From 1996 to 2010, Mr. Cooper served as the Executive Vice President of Corporate and Product Development of Medicis Pharmaceutical Corp. (NYSE: MRX), a pharmaceutical and medical aesthetics company. Since January 2018, Mr. Cooper has served as a director of Sonoran Biosciences, a specialty pharmaceutical company. From 2006 to 2007, Mr. Cooper served as a director of Bioenvision (Nasdaq: BIVN) a pharmaceutical company. Mr. Cooper holds an MBA from the WP Carey School of Business at Arizona State University and a BA from Northeastern Illinois University. We believe Mr. Cooper is qualified to serve on our Board due to his extensive executive and board experience with pharmaceutical and healthcare companies.

James Culverwell, Director. Mr. Culverwell has served as a director of Quoin Inc. since April 2021. Mr. Culverwell has served as a director of Quoin Ltd. since October 28, 2021. Since May 2013, Mr. Culverwell has served as the Chief Executive Officer and is currently Chairman of the Board of Directors of HOX Therapeutics, a prostate cancer research company. In 2005, Mr. Culverwell founded Sudbrook Associates, which provided strategic advice and fund raising services for life science companies. From 1992 to 2004, Mr. Culverwell was Senior Vice President and Global Coordinator Healthcare Research at Merrill Lynch. From 1982 to 1992, Mr. Culverwell was Director of Healthcare Equity Research at ABN Amro Bank N.V. Since February 2022, Mr. Culverwell has served as a director and Audit Committee Chairman of TC BioPharm (Holdings) plc (Nasdaq: TCBP), a cancer treatment development company. Since January 2005, Mr. Culverwell has served as a director, Audit Committee Chairman, and member of the Compensation Committee of SafeGuard Biosystems, a high throughput molecular diagnostics company. From April 2016 to September 2019, Mr. Culverwell served as a director and Audit Committee Chairman of Amryt Pharma PLC (Nasdaq: AMYT), a commercial-stage biopharmaceutical company. From February 2013 to July 2017, Mr. Culverwell served as a director and Audit Committee Chairman of Innocoll AG. He received an MSc with honors from the University of Aberdeen. We believe Mr. Culverwell is qualified to serve on our Board due to his extensive experience serving on the audit and compensation committees for multiple public and private life sciences and healthcare companies.

Dennis H. Langer, M.D., J.D., Director. Dr. Langer has served as a director of Quoin Inc. since 2019. Dr. Langer has served as a director of Quoin Ltd. Since October 28, 2021. From 2005 to 2010, Dr. Langer served as the Managing Partner at Phoenix IP Ventures, LLC, a private equity and venture capital fund specializing in life sciences companies. From 2004 to 2005, Dr. Langer was the President, North America for Dr. Reddy’s Laboratories, Inc., a multi-national pharmaceutical company. Dr. Langer was with GlaxoSmithKline, a multi-national pharmaceutical and biotechnology company, 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. From 1991 to 1994, he served as President and Chief Executive Officer at Neose Technologies, Inc., a clinical stage biopharmaceutical company. From 2004 to June 2022, Dr. Langer served as a director of Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company. From 2021 to June 2022, Dr. Langer served as a director of Brooklyn ImmunoTherapeutics, Inc. (n/k/a Eterna Therapeutics Inc., Nasdaq: ERNA), a biotechnology company. From 2007 to 2019, Dr. Langer served as a director of Dicerna Pharmaceuticals Inc. (Nasdaq: DRNA), a biopharmaceutical company. 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. from Harvard Law School, and a B.A. in Biology from Columbia University. We believe Dr. Langer is qualified to serve on our Board due to his extensive experience as an executive and board member of public and private life sciences and healthcare companies.

Natalie Leong, Director. Ms. Leong has served as a director of Quoin Inc. since April 2021. Ms. Leong has served as a director of Quoin Ltd. since October 28, 2021. Since January 2023, Ms. Leong has been the Senior Vice President of Product Management for B.S.D. Capital, Inc. (d/b/a Lendistry), a minority-led small business lender. Ms. Leong was the Head of Finance and Product Strategy (October 2019 – October 2020) and subsequently Head of Product Management (October 2020 – November 2022) for LoanStreet Inc., a financial SaaS company. From May 2016 to July 2019, Ms. Leong served as the Lead for the Asset Liability Committee for the US at RBC Capital Markets. In addition, from August 2018 to October 2019, she served as the Lead for Global Originations FP&A for RBC Capital Markets. From October 2011 to May 2016, Ms. Leong worked as the Vice President of Capital Insights at National Australia Bank. From February 2008 to October 2011, Ms. Leong served as a Senior Auditor 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. We believe Ms. Leong is qualified to serve on our Board of directors due to her extensive financial and business management experience.

Michael Sember, Director. Mr. Sember has served as a director of Quoin Inc. since May 2021. Mr. Sember has served as a director of Quoin Ltd. since October 28, 2021. Since 2007, he has served as a Principal of Accela Advisors, a biopharmaceutical consulting firm specializing in strategic planning, business development and coaching for startups. From January 2018 to October 2020, Mr. Sember served as the Chief Executive Officer of Regulonix Holding, Inc., a drug development company. From 2022 until 2023, Mr. Sember served as the Chief Executive Officer of RaeSedo, Inc, a startup therapeutics company spin out of the University of Arizona. From October 2015 to March 2019, he served as the Mentor in Residence to companies formed from inventions discovered at the University of Arizona. From 2013 to 2015, Mr. Sember was the Corporate Turnaround Specialist and Chief Executive Officer of Palyon Medical Corporation, a drug delivery system company. From 1991 to 2002, Mr. Sember was Executive Vice President of Corporate Business Development for Élan Corporation, responsible for strategic collaborations and mergers and acquisitions. From 1973 to 1991, Mr. Sember served as the Senior director of Global Program Management at Marion Laboratories (later Marion Merrell Dow). From 2013 to 2015, Mr. Sember was the Chairman of the Board of Paylon Medical Corporation, a drug delivery system company. From 2012 to 2013, Mr. Sember was the Chairman of the Board of BioIndustry Organization of Southern Arizona, a non-profit trade group. Mr. Sember earned a Bachelor of Science degree from the University of Pittsburgh and an MBA from Rockhurst University. We believe Mr. Sember is qualified to serve on our Board due to his broad executive and capital raising experience in the life sciences industry.

It is therefore proposed that each of the following resolutions be adopted at the Annual Meeting:

Resolved, hereby that:

A. Dr. Michael Myers;

B. Denise Carter;

C. Joseph Cooper;

D. James Culverwell,

E. Dennis H. Langer;

F. Natalie Leong; and

G: Michael Sember;

shall hereby be re-elected as directors of Quoin, each to serve in such capacity until Quoin’s next annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or retirement.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF DR. MICHAEL MYERS, DENISE CARTER, JOSEPH COOPER, JAMES CULVERWELL, DENNIS H. LANGER, NATALIE LEONG, AND MICHAEL SEMBER TO SERVE AS A DIRECTOR OF QUOIN UNTIL QUOIN’S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND UNTIL SUCH DIRECTOR’S SUCCESSOR IS DULY ELECTED AND QUALIFIED, OR UNTIL SUCH DIRECTOR’S EARLIER RESIGNATION OR RETIREMENT, BY VOTING “FOR” EACH OF RESOLUTIONS 1.A., 1.B., 1.C., 1.D., 1.E., 1.F. AND 1.G. OF THIS PROPOSAL ONE.

CORPORATE GOVERNANCE AND DIRECTOR COMPENSATION

Independence of the Board

Under the corporate governance standards of Nasdaq, a majority of our directors must meet the independence requirements specified in those rules. The Board determined that Joseph Cooper, James Culverwell, Dr. Dennis Langer, Natalie Leong, and Michael Sember, qualify as independent directors, as such term is defined under Nasdaq listing rules.

Meetings of the Board and Committees

The Board met four times during the last fiscal year. The Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Audit Committee held four meetings, the Compensation Committee held one meeting and the Nominating and Corporate Governance Committee did not hold meetings during the last fiscal year. In addition, the Board and each Board committee took action by written consent during the last fiscal year. Each member of the Board attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.

Attendance at Annual General Meeting of Shareholders

It is the policy of the Board that, absent sufficient cause, all of our directors attend our annual general meeting, either in person or by remote communication. A director who is unable to attend our annual general meeting is expected to notify the Chairman of the Board. Two of our directors attended last year’s annual general meeting.

Committees of the Board

Audit Committee

The Audit Committee of the Board of Directors consists of Joseph Cooper, James Culverwell, and Natalie Leong, with Mr. Culverwell chairing the committee.

Under the Nasdaq listing standards, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise. Our Board has determined that each member of the Audit Committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act, has the requisite financial sophistication as required by the Nasdaq listing standards and is an audit committee financial expert, as defined by the SEC rules.

Our Board adopted the Amended and Restated Charter of the Audit Committee that sets forth the responsibilities of the audit committee under Nasdaq listing standards, as well as the requirements for such committee under the Companies Law, including the following:Company’s election:

Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approvingAlumni’s maximum commitment under any single purchase will not exceed the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.

Under the Companies Law, our audit committee is responsible for:amounts described below:

A copyThere is no upper limit on the price per share that Alumni could be obligated to pay for the ADSs under the Purchase Agreement; provided, however at no time can the purchase price be below a floor price of $1.00 per share (subject to adjustment as provided in the Purchase Agreement for any stock dividend or distribution of equivalent securities, subdivision, combination or reclassification of our ordinary shares or ADSs, occurring after the date of the Audit Committee Charter is available on the “Investors” page of our website www.quoinpharma.comPurchase Agreement).

ReportThe Company will control the timing and amount of any sales of ADSs to Alumni. Actual sales of our ADSs to Alumni under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Audit CommitteeADSs and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

As consideration for Alumni’s irrevocable commitment to purchase ADSs under the Purchase Agreement, we agreed to issue to Alumni, at the times set forth in the Purchase Agreement beginning with the trading day after the Initiation Date, a number of ADSs with a value at the time of issuance not to exceed $240,000 in the aggregate (the “Commitment Securities”). The ADSs to be issued will be valued at the average of the Boardclosing prices of the ADSs on Nasdaq for the five trading days immediately prior to the date such ADSs are issued. The Company may pay cash in lieu of issuing all or any portion of the Commitment Securities.

In all instances, we may not sell ADSs to Alumni under the Purchase Agreement if it would result in Alumni beneficially owning more than 9.99% of our outstanding ordinary shares (“Beneficial Ownership Cap”).

The materialnet proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which the Company sells ADSs to Alumni. To the extent the Company sells ADSs under the Purchase Agreement, the Company currently plans to use any proceeds therefrom for strategic opportunities, research and development activities, working capital and other general corporate purposes

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. Alumni has agreed not to engage in, directly or through an affiliate, any short selling or hedging of the ADSs during the term of the Purchase Agreement. In the event of any breach of the covenants or representations regarding short selling or hedging, and without limiting any of the Company’s rights or remedies at law or in equity: (i) Alumni will pay to the Company an amount in cash equal to the value of any Commitment Securities issued to Alumni (valued as of the date they were issued in accordance with the Purchase Agreement) and (ii) the Company may terminate this report is not “soliciting material,” is not deemed “filed”Agreement without any penalty or further obligation to Alumni.

Further, Alumni has agreed that, unless approved in advance in writing by the Board, neither Alumni, nor any affiliate of Alumni acting on its behalf or pursuant to any understanding with it, will, for a period of two years after the execution date of the Purchase Agreement, directly or indirectly, make any statements, proposals or offers to acquire the Company or take certain other actions with respect to the Company or its equity or debt securities.

Pursuant to the Purchase Agreement, we have agreed to file a registration statement with the SEC and is not to be incorporated by reference in any of our filingsregister for resale under the Securities Act of 1933, as amended, orour ADSs that may be issued to Alumni under the Exchange Act, whetherPurchase Agreement, including the Commitment Securities. The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made before or afteronly for purposes of such agreement and as of specific dates, were solely for the date hereofbenefit of the parties to the Purchase Agreement and irrespective of any general incorporation language in any such filing.may be subject to limitations agreed upon by the contracting parties.

The Audit Committee has reviewedNeither the Company nor Alumni may assign or transfer its rights and discussedobligations under the audited financial statements forPurchase Agreement, and no provision of the year ended December 31, 2022 with management of Quoin. The Audit Committee has discussed with the U.S. independent registered public accounting firm the matters required toPurchase Agreement may be discussedmodified or waived by the applicable requirementsparties except in writing.

This summary is intended to provide you with basic information concerning the Purchase Agreement. The full text of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the U.S. independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommendedPurchase Agreement was included as Exhibit 10.1 to the Board that the audited financial statements be included in our AnnualCompany’s Current Report on Form 10-K8-K filed on January 30, 2024.

Reasons for the year ended December 31, 2022.

The Audit Committee of the Board of Directors:

Joseph Cooper

James Culverwell

Natalie Leong

Compensation Committee

The Compensation Committee of the Board consists of James Culverwell, Dennis Langer and Michael Sember, with Mr. Langer chairing the committee. The Board of Directors has determined that each member of the Compensation Committee is independent under Nasdaq listing standards.Alumni Issuance Proposal

Our Board adopted the Amended and Restated Charter of the Compensation Committee that sets forth the responsibilities of such committee under Nasdaq listing standards, as well as the requirements for such committee under the Companies Law, including the following:

A copy of the Compensation Committee Charter is available on the “Investors” page of our website www.quoinpharma.com.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Natalie Leong and Joseph Cooper, with Ms. Leong chairing the committee. The Board of Directors has determined that each member of the NominatingPurchase Agreement and Governance Committee is independent under Nasdaq listing standards.

Our Board adopted the Amended and Restated Charter of the Nominating and Governance Committee that sets forth the responsibilities of such committee under Nasdaq listing standards, as well as the requirements for such committee under the Companies Law, including the following:

A copy of the Nominating and Governance Committee Charter is available on the “Investors” page of our website www.quoinpharma.com.

Our Nominating and Governance Committee is responsible for, among other matters, annually presentingability to issue our ADSs to Alumni pursuant to the Board a list of individuals recommended for nomination for election as directors at the annual general meeting. Before recommending a director candidate, our Nominating and Governance Committee reviews his or her qualifications to determine whether the director candidate meets the qualifications described below. In the case of an incumbent director, our Nominating and Governance Committee also reviews the director’s service on the Board during the past term, including the number of Board and committee meetings attended, the quality of participation and whether the candidate continues to meet the qualifications for director as described below. After completing its evaluation, our Nominating and Governance Committee makes a recommendation to the full Board as to election or re-election of the candidate.

In order to be nominated for director, a director candidate must be a natural person at least eighteen (18) years of age and must meet the requirements for a director under the Companies Law, including submission of a declaration in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as directors. Characteristics expected of all directors include: integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Board considers many factors, including capability, experience, diversity, skills, expertise, dedication, conflicts of interest, and such other relevant factors that may be appropriate in the context of the needs of the Board. The Board believes that the Board, as a whole, should include members who collectively bring the strengths in the areas of finance, corporate governance, financial statement analysis, business operations and strategic planning, and mergers and acquisitions. Additional criteria apply to directors being considered to serve on particular committees of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand our financial statements. Our Nominating and Governance Committee uses a variety of methods to identify and evaluate nominees for director. Candidates may come to the attention of the committee through current and former Board members, management, shareholders or other persons.

Internal Auditor

We are required to appoint an internal auditor in accordance with the recommendation of the audit committee in accordance with the Companies Law. An internal auditor may not be:

The role of the internal auditorPurchase Agreement is to examine, among other things, our compliance with applicable law and orderly business procedures. The audit committee is required to oversee the activities of the internal auditor and to assess his or her work plan and performance. Our internal auditor is Mr. Edo Pollack, a Certified Public Accountant and partner-in-charge of the Israel office of Eisner Advisory Group LLC.

The Chairman of the board of directors is the direct supervisor of the internal auditor, unless the board of directors determines otherwise (and, in this regard, we have not determined otherwise). The internal auditor is required to submit his or her findings to the Chairman of the Board, the Chief Executive Officer, and the Chairman of the audit committee. The internal auditor may not be dismissed or suspended without his consent, other than by a decision of the board of directors requiring a quorum of the majority of the members of the board, after the board of directors has heard the audit committee’s position on the matter, and the internal auditor has been afforded a reasonable opportunity to bring his position before the audit committee and the board of directors.

Fiduciary Duties of Directors and Executive Officers

The Companies Law codifies the fiduciary duties that office holders owe to a company. An “office holder” under the Companies Law means a director, a Chief Executive Officer, or other officer who occupies a general or chief management position, or serves in a position directly secondary to or directly reporting to the Chief Executive Officer. Each person named in the table of our directors set forth above and each of our executive officers is an “office holder” under the Companies Law.

An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would act under the same circumstances. The duty of loyalty requires that an office holder act in good faith and in the best interests of the company.

The dutyCompany and its shareholders because the Purchase Agreement provides us with a reliable source of care includes a duty to use reasonable means to obtain:

The duty of loyalty includes a duty to:

Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions

The Companies Law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may be aware of concerning any existing or proposed transaction with the company, including all material information or documents related thereto. An interested office holder’s disclosure must be made promptly, and in any event no later than the first meeting of the board of directors at which the transaction is considered. As usedAlumni Issuance Proposal in the context of the Companies Law, a “personal interest” includes an interest of any person in an act or transaction of a company, including a personal interest of such person’s “relative,” or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director or chief executive officer, or in which he or she has the rightorder to appoint at least one director or the chief executive officer, but excluding a personal interest stemming solely from an interest in shares in the company. A “personal interest” is furthermore deemed to include, in a proposal brought before a meeting of shareholders, the personal interest of a shareholder for whom a vote is being cast by power of attorney, as well as the personal interest of a person voting by virtue of a power of attorney, even if the person granting such power of attorney has no personal interest in the matter. A “relative” (in this context, and generally in the context of the Companies Law) means (a) a spouse, sibling, parent, grandparent, child or descendant, (b) a spouse’s child or descendant, parent or sibling, or (c) the spouse of any of the foregoing. An office holder is not, however, obligated to disclose a personal interest if it derives solely from the personal interest of his or her relative in a transaction that is not considered an “extraordinary transaction.”

Under the Companies Law, an “extraordinary transaction” is defined as any of the following:

Generally speaking, a director and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting or vote on that matter (unless it iscomply with respect to a transaction which is not an extraordinary transaction), unless a majority of the directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members of the audit committee or the board of directors have a personal interest in the matter, then all of the directors may participate in the deliberations of the audit committee or board of directors (as the case may be) with respect to such transaction, and vote on the approval thereof; however in such case shareholder approval will be required.

Generally speaking, any transaction between Quoin and an office holder, or between Quoin and a person or entity in whom the office holder has a personal interest, requires approval by the board of directors; if such transaction is an extraordinary transaction, it requires approval first by the company’s audit committee, and subsequently by the board of directors.]

Approvals Required for the Compensation of Directors and Executive Officers

The Companies Law requires special approvals for a transaction regarding the terms of compensation of an office holder (whether or not by way of an employment agreement), which is deemed to include the payment or issuance of any benefit to the office holder which was not already promised under an existing agreement, including any form of cash, equity, termination benefits, exculpation, insurance or indemnification, or any additional benefit or amendment not covered by a previously approved agreement or arrangement.

Approval of the compensation of an office holder who is not a director requires approval first by the company’s compensation committee, then by the company’s board of directors,Purchase Agreement and if such compensation transaction is not consistent with the company’s compensation policy, or if the office holder is the Chief Executive Officer, the subsequent approval of a special majority for compensation matters at a general meeting of shareholders, namely, a simple majority of the company’s shareholders, provided that (1) such majority includes a majority of the votes cast by the shareholders who are not controlling shareholders and who do not have a personal interest in the matter, present and voting (abstentions are disregarded) or (2) the votes cast by shareholders who are not controlling shareholders and who do not have a personal interest in the matter and voted against the compensation proposal, constitute two percent or less of the aggregate voting rights in the company (a “Special Majority for Compensation Matters”)Nasdaq Listing Rule 5635(d).

Arrangements regarding the terms of compensation of an office holder who is a director require the approval of the compensation committee, followed by the board of directors, followed by a simple majority at a general meeting of shareholders; however, under certain circumstances a Special Majority for Compensation Matters is required. The respective approvals of the compensation committee and the board of directors must be in line with the company’s duly approved compensation policy; however, in special circumstances, compensation terms may be approved notwithstanding an inconsistency with the compensation policy, provided that the compensation committee and the board have considered those provisions that must be included in the compensation policy under the Companies Law, and shareholder approval was obtained by a special majority.

Role of Independent Compensation Consultant

Our Compensation Committee has the authority under its charter to retain compensation consultants to assist it in the performance of its duties and responsibilities. For 2022 and 2023, the Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) (formerly known as Radford), as its independent executive compensation consultant. Aon reported directly to, and was directly accountable to, the Compensation Committee. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive officer and director compensation practices, the Compensation Committee ultimately made its own independent decisions about these matters.

The Compensation Committee assessed the independence of Aon pursuant to the SEC rules and in accordance withADSs are listed on Nasdaq listing standards noting that Aon does not provide any services to Quoin other than advice to the Compensation Committee regarding executive and director compensation, and concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to our Compensation Committee.

Board Leadership Structure

Our Articles of Association provide that the Chairman of the board of directors is appointed by the members of the board of directors and serves as Chairman of the board of directors throughout his term as a director, unless resolved otherwise by the board of directors. Under the Companies Law, the Chief Executive Officer or a relative of the Chief Executive Officer may not serve as the Chairman of the board of directors, and the Chairman or a relative of the Chairman may not be vested with authorities of the Chief Executive Officer, unless such service or the vesting of such authority is approved, for a period not greater than three years, by a majority vote of the shares present and voting at an annual or special general meeting of shareholders, provided that either:

●          such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such appointment, present and voting at such meeting (not including abstaining shareholders); or

●          the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed 2% of the aggregate voting rights in the company.

In addition, a person subordinated, directly or indirectly, to the Chief Executive Officer may not serve as the Chairman of the board of directors; the Chairman of the board of directors may not be vested with authorities that are granted to those subordinated to the Chief Executive Officer; and the Chairman of the board of directors may not serve in any other position in the company or a controlled company, other than as a director or Chairman of a controlled company.

Dr. Michael Myers has served as the Chief Executive Officer and Chairman of the Board of Quoin Pharmaceuticals, Inc., a Delaware company and our wholly-owned subsidiary, since its inception. Effective as of October 28, 2021, Dr. Myers was appointed to our Board and has served as our Chief Executive Officer, and was acting as chairman pro tempore of our Board. Based on the recommendation of our Nominating and Governance Committee, our Board recommended that our shareholders ratify and approve the service of Dr. Myers as both Chief Executive Officer and Chairman of the Board, for a three-year period commencing on October 28, 2021, which was so ratified and approved at the Annual General Meeting of Shareholders held on April 12, 2022 .

The Board believes that the current leadership structure is appropriate for Quoin as it enables Quoin and the Board to continue to benefit from Dr. Myers’ extensive experience in the life sciences industry, skills, expertise, as well as knowledge of Quoin’s business and industry.

Role of the Board in Risk Oversight

One of the key functions of our Board is oversight of our risk management process. The Board takes an active role, as a whole and at the committee level, in overseeing the management of our risks. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements.

Shareholder Communications with the Board

The Board expects that the views of our shareholders will be heard by the Board, its committees or individual directors, as applicable, and that appropriate responses be provided to shareholders on a timely basis. Shareholders wishing to formally communicate with the Board, any committee of the Board, the independent directors as a group or any individual director may send communications directly to us at 42127 Pleasant Forest Ct., Ashburn, VA 20148, Attention: Chief Operating Officer. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. The Chief Operating Officer will review all such communications but may disregard any communication that he or she believes is not related to the duties and responsibilities of the Board. If deemed an appropriate communication, the Chief Operating Officer will share the communication with the applicable director or directors.

Section 16(a) Reports

Starting from January 1, 2023, our directors, officers (as defined under Rule 16a-1(f) under the Exchange Act) and shareholders who beneficially own more than 10% of our ordinary shares (collectively, the “Reporting Persons”) are required to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to our equity securities with the SEC under Section 16(a) of the Exchange Act. During the year ended December 31, 2022, we were a foreign private issuer and, as such, the Section 16(a) filing requirements were not applicable to our officers, directors or greater than 10% beneficial owners. Therefore, there were no late Form 3 or Form 4 filings in 2022.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct (the “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer and our principal financial and accounting officer. A copy of our Code of Ethics has been postedwe are subject to the “Investors-Corporate Governance” sectionNasdaq Listing Rules. Nasdaq Listing Rule 5635(d) requires shareholder approval of our website www.quoinpharma.com. If we make any amendment totransactions, other than a public offering, involving the Code of Ethicssale or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website to the extent requiredissuance by the rules and regulations of the SEC. We have not granted any waivers under our Code of Ethics.

Hedging Policy

As part of our Insider Trading Policy, no director, officer or other employee may engage in hedging transactions, including through the use of such financial instruments as prepaid variable forwards, equity swaps, collars and exchange funds, at any time.

Board Diversity

The Board Diversity Matrix, below, provides the diversity statistics for our Board.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual2024 Special Meeting or any adjournment or postponement thereof.

Please sign exactly as your name appears on the certificate representing your shares. If ordinary shares are held jointly, each holder should sign. If signing as an executor, administrator, trustee, guardian or other fiduciary, please give full title as such. If the signer is a corporation or partnership, please insert full corporate or partnership name and sign by a duly authorized officer or person of such corporation or partnership, as applicable, giving full title as such.

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