UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
As previously reported, on July 3, 2025, Quoin Pharmaceuticals Ltd. (the “Company”) and Gordon Dunn, the Company’s prior Chief Financial Officer, agreed to a mutual separation. Mr. Dunn’s last day as Chief Financial Officer of the Company was August 15, 2025. In connection with such separation, on August 21, 2025, the Company, through its subsidiary Quoin Pharmaceuticals, Inc., entered into a Settlement Agreement, effective as of August 15, 2025 (the “Separation Agreement”), with Mr. Dunn. Pursuant to the Separation Agreement, Mr. Dunn’s employment with the Company terminated as of August 15, 2025. The Separation Agreement provides that Mr. Dunn shall receive
| · | a payment of $433,620 in equal bi-weekly installments (less legally required deductions) in lieu of his entitlement to 12 months’ notice under the Service Agreement, dated as of November 1, 2021, by and between the Company and Mr. Dunn, | |
| · | a bonus of $108,405 for the 2024 financial year (less legally required deductions) to be paid in a lunp sum on the one year anniversary of the effective date of the Separation Agreement; and | |
| · | the terms of any outstanding vested but unexercised non-qualified stock options held by Mr. Dunn were amended to extend the post-termination time period in which to exercise such options from 90 days to 1 year and 9 months. |
The Separation Agreement also contains a release of claims provision. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1* | Settlement Agreement, effective August 15, 2025, by and between Quoin Pharmaceuticals, Inc., and Gordon Dunn | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) | |
*Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.
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: August 27, 2025 | QUOIN PHARMACEUTICALS LTD. | |
| By: | /s/ Michael Myers | |
| Name: | Dr. Michael Myers | |
| Title: | Chief Executive Officer | |