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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): November 14, 2025

 

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 Thirty-five (35) 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 14, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Quoin Pharmaceuticals Ltd. (the “Company”) approved forms of award agreements (the “Award Agreements”) to be used for the grant of stock options to directors and executive officers under the Company’s 2025 Equity Incentive Plan (the “Plan”). The Award Agreements were adopted in order to facilitate the Company’s grant of equity awards with a variety of terms and vesting criteria as permitted by the Plan.

 

The forms of Award Agreements, together with the Plan, provide the following:

 

· The exercise price of an option may be paid in cash, by either certified or bank check, by wire transfer of immediately available funds, by delivery of an irrevocable direction to a securities broker approved by the Company to sell shares and to deliver all or part of the sales proceeds to the Company, by delivery of an irrevocable direction to a securities broker or lender approved by the Company to pledge shares as security for a loan and to deliver all or part of the loan proceeds to the Company, by applying the Cashless Exercise Mechanism (as defined in the Plan), or in such other manner as the Committee shall determine.

 

· If a participant’s employment or service to the Company is terminated, outstanding vested and unvested awards will be subject to the following treatment:

 

Reason for Termination   Effect on Awards
Death or Disability   All awards that are unvested at the time of a grantee’s termination shall terminate on the date of such termination, and all awards of such grantee that are vested and exercisable may be exercised by the grantee or the grantee’s estate at any time within one (1) year after the death of the grantee (which results in the grantee’s termination or occurs within the three month period after the date of the grantee’s termination) or the date of termination due to disability of the grantee, but in any event no later than the expiration date as set forth in the option award agreement. 
     
For Cause Termination   All outstanding awards held by such grantee (whether vested or not) shall terminate and be subject to recoupment by the Company on the date of the grantee’s termination.
     

Termination for any Reason other than Death, Disability or Cause

  All awards that are unvested at the time of a grantee’s termination shall terminate on the date of such termination, and all awards of such grantee that are vested and exercisable at the time of such termination may be exercised within up to three (3) months after the date of such termination, but in any event no later than the expiration date as set forth in the option award agreement. 

 

 


 

The foregoing summary of the Award Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Award Agreements attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed or furnished, as applicable, with this Report:

 

Exhibit
Number
  Description
10.1   Form of Incentive Stock Option Grant Notification Letter 
10.2   Form of Non-Qualified Stock Option Grant Notification Letter
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

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: November 17, 2025 QUOIN PHARMACEUTICALS LTD.
   
  By: /s/ Michael Myers
  Name: Dr. Michael Myers
  Title: Chief Executive Officer

 

 

 

EX-10.1 2 tm2531454d1_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

Name/Optionee:  
Number of [Shares/ADSs]:  
Exercise Price Per [Share/ADS]:  
Date of Grant:  
Vesting Commencement Date:  
Vesting Schedule:  
Expiration Date:  

 

Quoin Pharmaceuticals Ltd.
2025 Equity Incentive Plan

 

INCENTIVE STOCK OPTION
GRANT NOTIFICATION LETTER

 

This Grant Notification Letter (this “Agreement”) evidences an incentive stock option granted by Quoin Pharmaceuticals Ltd. (the “Company”) to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Quoin Pharmaceuticals Ltd. 2025 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan will have the same meanings herein.

 

1.            Grant of Share Option. The Company grants to the Optionee on the date set forth above (the “Date of Grant”) an incentive stock option to purchase, pursuant to and subject to the terms set forth in this Agreement and in the Plan, up to the number of [Ordinary Shares/ADSs] (the “Shares”) with an exercise price per Share as set forth above, in each case, subject to adjustment pursuant to Section 14.1 of the Plan (the “Option”). [Each ADS represents the right to receive [___] ([__]) Ordinary Shares (subject to any Share dividend, Share split, ratio change or combination of Shares (including a reverse Share split)).] The Option evidenced by this Agreement is an option that qualifies as an incentive stock option under Section 422 of the Code).

 

2.            Vesting; Method of Exercise; Cessation of Employment.

 

(a)            Vesting. The Option shall become vested in accordance with the schedule set forth above. The term “vest” as used herein with respect to the Option or any portion thereof means to become exercisable, and the term “vested” as applied to any outstanding Option means that the Share Option is then exercisable, subject, in each case, to the terms of the Plan and this Agreement.

 

(b)            Exercise of the Share Option. No portion of the Option may be exercised until such portion vests. Each election to exercise any vested portion of the Share Option shall be subject to the terms and conditions of the Plan and this Agreement and must be in written or electronic form acceptable to the Committee, signed (including by electronic signature) by the Optionee (or in such other form as is acceptable to the Committee). Each such written or electronic exercise election must be received by the Company at its principal office or by such other party as the Company may prescribe and be accompanied by payment in full of the exercise price and related taxes as provided in the Plan. The latest date on which the Option or any portion thereof may be exercised is the Expiration Date as set forth above and, if not exercised by such date, the Option or any remaining portion thereof shall thereupon immediately terminate for no consideration. Payment of the Exercise Price for the Shares may be made by one or more of the methods set forth in Section 6.4 of the Plan.

 

 


 

(c)            Cessation of Employment. If the Optionee’s employment ceases, except as expressly provided for in an employment or other individual agreement between the Optionee and the Company or any of its Subsidiaries, the unvested portion of the Option shall be immediately forfeited, and any vested portion of the Option that is then outstanding shall be treated as provided in Section 6 of the Plan.

 

3.            Forfeiture; Recovery of Compensation.

 

(a)            By accepting, or being deemed to have accepted, the Option, the Optionee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Option, under the Option, including the right to any Share acquired under the Option or proceeds from the disposition thereof, are subject to any clawback policy of the Company as described in Section 16.6 of the Plan.

 

(b)            The Optionee hereby (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any Shares that are forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any Shares that are forfeited hereunder.

 

4.            Nontransferability and Investment Representations.

 

(a)            The Option may not be transferred except as expressly permitted under Section 15 of the Plan.

 

(b)            The Optionee hereby covenants that (i) any sale of any Share acquired upon the exercise of the Option shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable foreign or state securities laws, or pursuant to an exemption from registration under the Securities Act and such foreign or state securities laws and (ii) the Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the Shares and, in connection therewith, shall execute any documents which the Company shall in its sole discretion deem necessary or advisable.

 

 


 

5.            Withholding. The exercise of the Option may give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Committee in its discretion and permissible under applicable law) all taxes required to be withheld. No Shares shall be issued pursuant to the exercise of the Option unless and until the person exercising the Option has remitted to the Company an amount in cash or by check sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Committee with respect to such taxes. The Optionee authorizes the Company and its Subsidiaries to take the following actions with respect to withholding tax requirements: (i) withhold such amount from any amounts otherwise owed to the Optionee; (ii) cause the Optionee to tender a cash payment; (iii) permit or require the Optionee to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to sell a portion of the Shares to be delivered in connection with the exercise of the Option to satisfy the withholding taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding taxes directly to the Company and/or its affiliates; or (iv) withhold Shares from the Shares issued or otherwise issuable to the Optionee in connection with the exercise of the Option with a fair market value (measured as of the date Shares are issued) equal to the amount of such withholding taxes; provided, however, that the number of such Shares so withheld shall be at least the minimum amount necessary to satisfy the Company’s required tax withholding but in no event more than the maximum permitted withholding under applicable law; provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Securities Exchange Act of 1934, if applicable, such Share withholding procedure will be subject to the express prior approval of the Committee. Notwithstanding the foregoing, nothing in the preceding sentence may be construed as relieving the Optionee of any liability for satisfying his or her obligation under the preceding provisions of this Section.

 

6.            Change in Control. Section 14.2 of the Plan shall govern the treatment of the Option in connection with a sale or other change in control of the Company.

 

7.            Effect on Employment. Neither the grant of the Option, nor the issuance of Shares upon exercise of the Option, shall give the Optionee any right to be retained in the employ of the Company or any of its Subsidiaries, affect the right of the Company or any of its Subsidiaries to terminate the Optionee’s employment at any time, or affect any right of the Optionee to terminate his or her employment at any time.

 

8.            Rights as a Stockholder. Neither the Optionee nor the Optionee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Option until the Option has been exercised and Share certificates have been issued to the Optionee, transferee or representative, as the case may be.

 

9.            Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been furnished or made available to the Optionee. By accepting, or being deemed to have accepted, all or any part of the Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.

 

 


 

10.            Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Optionee’s rights under this Agreement shall be subject to the written consent of the Optionee. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

 

11.            Acknowledgements. The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

 

***************************

 

By your signature and the signature of the Company’s representative below, you and the Company agree and acknowledge that this Option is granted under and governed by the terms and conditions of the Plan, which are incorporated herein by reference and this Incentive Stock Option Grant Notification Letter, and that you have been provided with a copy of the Plan.

 

Optionee:   Quoin Pharmaceuticals, Ltd.:
     
By:     By:                       
     
Name:     Name:  
     
    Title:  

 

 

 

EX-10.2 3 tm2531454d1_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

Name/Optionee:  
Number of [Shares/ADSs]:  
Exercise Price Per [Share/ADS]:  
Date of Grant:  
Vesting Commencement Date:  
Vesting Schedule:  
Expiration Date:  

 

Quoin Pharmaceuticals Ltd.
2025 Equity Incentive Plan

 

NON-QUALIFIED STOCK OPTION
GRANT NOTIFICATION LETTER

 

This Grant Notification Letter (this “Agreement”) evidences a non-qualified stock option granted by Quoin Pharmaceuticals Ltd. (the “Company”) to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Quoin Pharmaceuticals Ltd. 2025 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan will have the same meanings herein.

 

1.            Grant of Share Option. The Company grants to the Optionee on the date set forth above (the “Date of Grant”) a non-qualified option to purchase, pursuant to and subject to the terms set forth in this Agreement and in the Plan, up to the number of [Ordinary Shares/ADSs] (the “Shares”) with an exercise price per Share as set forth above, in each case, subject to adjustment pursuant to Section 14.1 of the Plan (the “Option”). [Each ADS represents the right to receive [___] ([__]) Ordinary Shares (subject to any Share dividend, Share split, ratio change or combination of Shares (including a reverse Share split)).] The Option evidenced by this Agreement is a non-statutory option (that is, an option that does not qualify as an incentive stock option under Section 422 of the Code).

 

2.            Vesting; Method of Exercise; Cessation of Employment.

 

(a)            Vesting. The Option shall become vested in accordance with the schedule set forth above. The term “vest” as used herein with respect to the Option or any portion thereof means to become exercisable, and the term “vested” as applied to any outstanding Option means that the Share Option is then exercisable, subject, in each case, to the terms of the Plan and this Agreement.

 

(b)            Exercise of the Share Option. No portion of the Option may be exercised until such portion vests. Each election to exercise any vested portion of the Share Option shall be subject to the terms and conditions of the Plan and this Agreement and must be in written or electronic form acceptable to the Committee, signed (including by electronic signature) by the Optionee (or in such other form as is acceptable to the Committee). Each such written or electronic exercise election must be received by the Company at its principal office or by such other party as the Company may prescribe and be accompanied by payment in full of the exercise price and related taxes as provided in the Plan. The latest date on which the Option or any portion thereof may be exercised is the Expiration Date as set forth above and, if not exercised by such date, the Option or any remaining portion thereof shall thereupon immediately terminate for no consideration. Payment of the Exercise Price for the Shares may be made by one or more of the methods set forth in Section 6.4 of the Plan.

 

 


 

(c)            Cessation of Employment. If the Optionee’s employment ceases, except as expressly provided for in an employment or other individual agreement between the Optionee and the Company or any of its Subsidiaries, the unvested portion of the Option shall be immediately forfeited, and any vested portion of the Option that is then outstanding shall be treated as provided in Section 6 of the Plan.

 

3.            Forfeiture; Recovery of Compensation.

 

(a)            By accepting, or being deemed to have accepted, the Option, the Optionee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Option, under the Option, including the right to any Share acquired under the Option or proceeds from the disposition thereof, are subject to any clawback policy of the Company as described in Section 16.6 of the Plan.

 

(b)            The Optionee hereby (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any Shares that are forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any Shares that are forfeited hereunder.

 

4.            Nontransferability and Investment Representations.

 

(a)            The Option may not be transferred except as expressly permitted under Section 15 of the Plan.

 

(b)            The Optionee hereby covenants that (i) any sale of any Share acquired upon the exercise of the Option shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable foreign or state securities laws, or pursuant to an exemption from registration under the Securities Act and such foreign or state securities laws and (ii) the Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the Shares and, in connection therewith, shall execute any documents which the Company shall in its sole discretion deem necessary or advisable.

 

 


 

5.            Withholding. The exercise of the Option may give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Committee in its discretion and permissible under applicable law) all taxes required to be withheld. No Shares shall be issued pursuant to the exercise of the Option unless and until the person exercising the Option has remitted to the Company an amount in cash or by check sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Committee with respect to such taxes. The Optionee authorizes the Company and its Subsidiaries to take the following actions with respect to withholding tax requirements: (i) withhold such amount from any amounts otherwise owed to the Optionee; (ii) cause the Optionee to tender a cash payment; (iii) permit or require the Optionee to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to sell a portion of the Shares to be delivered in connection with the exercise of the Option to satisfy the withholding taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding taxes directly to the Company and/or its affiliates; or (iv) withhold Shares from the Shares issued or otherwise issuable to the Optionee in connection with the exercise of the Option with a fair market value (measured as of the date Shares are issued) equal to the amount of such withholding taxes; provided, however, that the number of such Shares so withheld shall be at least the minimum amount necessary to satisfy the Company’s required tax withholding but in no event more than the maximum permitted withholding under applicable law; provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Securities Exchange Act of 1934, if applicable, such Share withholding procedure will be subject to the express prior approval of the Committee. Notwithstanding the foregoing, nothing in the preceding sentence may be construed as relieving the Optionee of any liability for satisfying his or her obligation under the preceding provisions of this Section.

 

6.            Change in Control. Section 14.2 of the Plan shall govern the treatment of the Option in connection with a sale or other change in control of the Company.

 

7.            Effect on Employment. Neither the grant of the Option, nor the issuance of Shares upon exercise of the Option, shall give the Optionee any right to be retained in the employ of the Company or any of its Subsidiaries, affect the right of the Company or any of its Subsidiaries to terminate the Optionee’s employment at any time, or affect any right of the Optionee to terminate his or her employment at any time.

 

8.            Rights as a Stockholder. Neither the Optionee nor the Optionee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Option until the Option has been exercised and Share certificates have been issued to the Optionee, transferee or representative, as the case may be.

 

9.            Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been furnished or made available to the Optionee. By accepting, or being deemed to have accepted, all or any part of the Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.

 

 


 

10.            Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Optionee’s rights under this Agreement shall be subject to the written consent of the Optionee. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

 

11.            Acknowledgements. The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

 

***************************

 

By your signature and the signature of the Company’s representative below, you and the Company agree and acknowledge that this Option is granted under and governed by the terms and conditions of the Plan, which are incorporated herein by reference and this Non-Qualified Stock Option Grant Notification Letter, and that you have been provided with a copy of the Plan.

 

Optionee:   Quoin Pharmaceuticals, Ltd.:
     
By:     By:                       
     
Name:     Name:  
     
    Title: