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 6, 2023
| QUOIN PHARMACEUTICALS LTD. |
| (Translation of registrant’s name into English) |
| 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 sixty thousand (60,000) Ordinary Shares, 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 1.01. Entry into a Material Definitive Agreement.
License and Distribution Agreement
On September 6, 2023, Quoin Pharmaceuticals Ltd. (the “Company”) entered into an Exclusive License and Distribution Agreement, effective as of September 1, 2023 (the “License Agreement”), with Farma Mondo SA, a company incorporated under the laws of Switzerland (“Farma Mondo”).
Pursuant to the License Agreement, the Company granted to Farma Mondo an exclusive license under its Product Technology (as defined in the License Agreement) to commercialize, upon receipt of applicable regulatory approvals, pharmaceutical product QRX003 (in finished dosage form for human use) in Singapore. The foregoing license will be royalty-bearing, and the Company will retain all rights not otherwise licensed under the License Agreement.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K
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 12, 2023 | QUOIN PHARMACEUTICALS LTD. |
| | |
| | By: | /s/ Gordon Dunn |
| | Name: | Gordon Dunn |
| | Title: | Chief Financial Officer |
