What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-13 · 688 added, 410 removed, 1131 unchanged (49% of the section changed)

27 unchanged sentences

Set forth below is certain information regarding the members of our board of directors (the “Board” or the “Board of Directors”) and our executive officers.

Each director is entitled to serve until the 2025 annual meeting of shareholders and until a successor is duly elected and qualified or until his or her earlier retirement, resignation or removal.

Michael Myers

45 unchanged sentences

From June 2003 to October 2015, Ms.

Carter held various positions at Innocoll AG (n/k/ a Innocoll Biotherapeutics N.A.

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.

10 unchanged sentences

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 fundraising experience in the life sciences industry.

Sally Lawlor, Chief Financial Officer.

Lawlor has served as Chief Financial Officer of Quoin Ltd.

since August 18, 2025 and has 20 years of experience in financial leadership roles in public and private companies as well as a “Big Four” accounting firm.

Lawlor served as both Senior Director – Group Tax (from January 2023 through August 2025) and Director – Group Tax (December 2021 through January 2023) at Sebela Pharmaceuticals Inc., a pharmaceutical company delivering therapeutic options for gastrointestinal diseases and with a focus on innovation in women’s health.

In her most recent role at Sebela Pharmaceuticals, Ms.

Lawlor managed financial reporting under U.S.

GAAP and IFRS, oversaw global tax planning and compliance, as well as budgeting, forecasting, and external audits.

Prior to Sebela, from December 2017 through September 2021, Ms.

Lawlor served in senior tax leadership positions at Aptiv Plc, a global technology company that designs, develops and manufactures software and hardware solutions to enable a safer, greener and more connected future of mobility.

Prior thereto, Ms.

Lawlor spent eleven years at KPMG advising multinational clients, primarily in the pharmaceutical and technology sectors.

Lawlor is a Fellow of Chartered Accountants Ireland and a member of the Irish Taxation Institute.

She earned her Bachelor of Common Law from University College Cork.

Lawlor is the niece of Dr.

Michael Myers, the Company’s Chairman and Chief Executive Officer.

Joseph Cooper , Director .

51 unchanged sentences

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.

Langer served as a Managing Partner at Phoenix IP Ventures, LLC, a private equity and venture capital fund specializing in life sciences companies.

From 2005 to 2010, Dr.

Langer was also a Co-Founder and Director of Ception Therapeutics, Inc., until its acquisition by Cephalon, Inc.

From 2004 to 2005, Dr.

Langer was the President, North America for Dr.

Reddy’s Laboratories, Inc., a multi-national pharmaceutical company.

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.

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.

6 unchanged sentences

Langer served as a director of Dicerna Pharmaceuticals Inc., a publicly traded company and a biopharmaceutical company.

From 2005 to 2006, Dr.

Langer served as a Director of Sirna Therapeutics, Inc., a publicly traded company and biopharmaceutical company, until its acquisition by Merck and Co., Inc.

Langer has served on the Dean’s Advisory Board of Harvard Law School since 2010, and as a Director of the Whitehead Institute for Biomedical Research since 2020.

19 unchanged sentences

From October 2011 to May 2016, Ms.

Leong worked as the Vice President of Capital Insights at National Australia

Leong worked as the Vice President of Capital Insights at National Australia Bank.

From February 2008 to October 2011, Ms.

29 unchanged sentences

Sember is qualified to serve on our Board due to his broad executive and capital raising experience in the life sciences industry.

Gordon Dunn, Chief Financial Officer .

Dunn has served as Chief Financial Officer of Quoin Ltd.

since November 1, 2021.

Dunn has over 30 years of finance experience.

He served as Chief Financial Officer of Health Technologies Ltd.

(d/b/a Qured), a UK-based healthcare provider, from March 2020 to October 2021, and as Chief Financial Officer of U-Research, an online company information platform, from July 2017 to March 2020.

Dunn also served as Chief Financial Officer of Anton Corporation, a film and media finance company, from September 2016 to July 2017, and as Chief Financial Officer of Innocoll AG from 2012 to 2016.

Prior to these roles, he had deep experience in investment banking and private equity, serving as Portfolio Manager of NewSmith Asset Management, a private equity fund from 2004 to 2014, and as Director of Investment Banking and Co-Head of Private Equity at Merrill Lynch, in addition to other roles, from 1994 to 2003.

Dunn also serves as a director of Oddonos Gelati Italiani Ltd.

Dunn was an associate at Morrison & Foerster LLP from 1991 to 1993.

Dunn earned his JD from New York University School of Law and a BA from Stanford University.

Directors’ Term of Office

Directors hold office until the next annual meeting of shareholders and until a successor is duly elected and qualified or until his or her earlier retirement, resignation or removal.

Code of Ethics

3 unchanged sentences

to the extent required by the rules and regulations of the SEC.

The information on the website is not and should not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K.

The information on the website is not and should not be considered part of this Annual Report and is not incorporated by reference in this annual Report.

Board of Directors

46 unchanged sentences

Internal Auditor

Under the Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee.

As required under the Companies Law by virtue of being a public company, the board of directors has appointed an internal auditor based on the recommendation of the audit committee.

The role of the internal auditor is, among other things, to review the company’s compliance with applicable law and orderly business procedure.

Under the Companies Law, the internal auditor cannot be an interested party, an office holder, or a relative of an interested party or an office holder.

Nor may the internal auditor be the company’s independent auditor

or its representative.

Nor may the internal auditor be the company’s independent auditor or its representative.

An “interested party” is defined in the Companies Law as (i) a holder of 5% or more of the issued share capital or voting power in a company, (ii) any person or entity who has the right to designate one or more directors or to designate the chief executive officer of the company, or (iii) any person who serves as a director or as chief executive officer of the company.

1 unchanged sentence

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.

Insider Trading Policy

40 unchanged sentences

Certain disclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions in which a controlling shareholder has a personal interest, and certain arrangements regarding the terms of service or employment of a controlling shareholder.

For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50%

of the voting rights in the company.

Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

31 unchanged sentences

In the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however, is against public policy and therefore unenforceable.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the regulations promulgated thereunder require our executive officers, directors and persons who beneficially own more than 10% of our ordinary shares to file forms with the SEC to report their ownership of the Company’s shares and any changes in ownership.

We have reviewed all forms filed electronically with the SEC during, and with respect to, fiscal 2025 or prior years.

Based on that review and written information given to us by all of our directors and executive officers, we believe that all of our directors, executive officers and holders of more than 10% of our stock filed on a timely basis all reports that they were

required to file under Section 16(a) during fiscal 2025 other than as follows:

(i) a late Form 4, covering one transaction, was filed late by James Culverwell;

and (ii) a Form 3 was filed late by Sally Lawlor due to difficulty obtaining EDGAR filing codes.

Executive Compensation

1 unchanged sentence

The following table sets forth information concerning the compensation awarded to, earned by, or paid to our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (collectively referred to as “named executive officers”) during the years ended December 31, 2025 and 2024.

Incentive Plan

Compensation (4)

Name and Principal Position

Compensation (5)

Principal Position

Michael Myers

2 unchanged sentences

Chief Operating Officer

Sally Lawlor (1)

Chief Financial Officer

(1) For bonuses earned during the year ended December 31, 2023, represents a discretionary cash bonus granted in recognition of the applicable officer’s promotion of our long-term goals, strategy and operating plan, the need to have appropriate incentives for our officers, and contribution to the achievement of our objectives in accordance with the applicable officer’s respective corporate role during the year ended December 31, 2023.

Myers’ and Ms.

Carter’s bonuses were approved and/or ratified by the Board and the Compensation Committee, consistent with the Company’s Compensation Policy and within the limitations of the CEO Compensation Program (as described below) and the COO Compensation Program (as described below).

The CEO Compensation Program and the COO Compensation Program were approved at our 2024 Annual Meeting held on December 5, 2024 (the “2024 Annual Meeting”).

The amount of bonuses earned during the year ended December 31, 2024 is not calculable through the date of this Annual Report, and such amounts will be disclosed in a Current Report on Form 8-K after we obtain applicable approvals of our Board and the Compensation Committee.

(2) Represents the grant date fair value of option awards granted to each of our named executive officers on October 26, 2023 and December 9, 2024, respectively, calculated in accordance with FASB ASC Topic 718.

The 2023 options have an exercise price of $5.75 per ADS and vest in in three annual installments of 20% and a fourth annual installment of 40% beginning on October 26, 2024.

The 2024 options have an exercise price of $0.78 per ADS and vest in in three annual installments of 20% and a fourth annual installment of 40% beginning on December 9, 2025.

Lawlor began serving as the Company’s Chief Financial Officer on August 18, 2025.

Lawlor’s compensation is paid in Euros.

For purposes of this table, we converted each element of her compensation into U.S.

dollars based on the average foreign exchange rate for the period during which Ms.

Lawlor was employed by the Company in 2025.

(2) Represents discretionary cash bonuses paid after the fiscal year with respect to that fiscal year’s performance.

Each discretionary cash bonus was granted in recognition of the applicable officer’s promotion of our long-term goals, strategy and operating plan, the need to have appropriate incentives for our officers, and contribution to the achievement of our objectives in accordance with the applicable officer’s respective corporate role during the year.

Lawlor’s fiscal 2025 discretionary cash bonus was approved by the Board and the Compensation Committee and was consistent with the Company’s 2025 Compensation Policy (as described below).

(3) Represents the grant date fair value of option awards granted to each of our named executive officers calculated in accordance with FASB ASC Topic 718.

The option values were calculated using a Black-Scholes Model for pricing options.

See Note 6 to the Consolidated Financial Statements included in this Annual Report for all relevant valuation assumptions used to determine the grant date fair value of these options.

(3) Represents amounts paid as office and automobile allowance to Dr.

(4) Represents annual performance-based cash bonuses paid after the fiscal year with respect to that fiscal year’s performance to Dr.

Myers and Ms.

Carter under their respective employment agreements, as well as the employer matching contribution to the executive’s 401(k) plan contributions under our Section 401(k) retirement plan (the “Section 401(k) Plan”), broken down as follows:

See “─Annual Cash Incentive Bonuses.” Dr.

Myers’ and Ms.

Carter’s fiscal 2025 annual performance-based bonuses were approved by the Board and the Compensation Committee, were consistent with the Company’s 2025 Compensation Policy (as described below) and were within the limitations of the CEO Compensation Program (as described below) and the COO Compensation Program (as described below), as applicable.

(5) Represents amounts paid or accrued as office and automobile allowances, severance as well as the employer matching contribution to the executive’s 401(k) plan contributions under our Section 401(k) retirement plan (the “Section 401(k) Plan”) and PRSA Pension Scheme, broken down as follows:

Contributions

4 unchanged sentences

Pursuant to his Executive Employment Agreement with Quoin Inc., dated March 9, 2018, which was amended as of November 9, 2021 (as amended, the “Myers Agreement”), Dr.

Myers is entitled to an annual base salary of $550,000, which accrued monthly until paid by Quoin Inc.

Myers may also receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of his annual base salary, payable at the discretion of the board of directors after approval of our compensation committee, subject to shareholder approval by a Special Majority for Compensation Matters.

Myers’ annual base salary was set at $550,000.

In addition, the Myers Agreement provided for target discretionary bonuses of not less than 45% of Dr.

Myers’ so annual base salary, payable at the discretion of the board of directors after approval of the Compensation Committee, subject to shareholder approval by a Special Majority for Compensation Matters.

Pursuant to the Myers Agreement, Dr.

2 unchanged sentences

Myers with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500.

At the annual general meeting of shareholders held on October 26, 2023, shareholders approved an amendment to Dr.

Myers’ employment agreement to increase Dr.

Myer’s annual base salary by 9.5%, retroactive to January 1, 2023, to $602,250.

After the 2024 Annual Meeting, on December 9, 2024, the Compensation Committee and the Board took the following actions which were consistent with the Company’s Compensation Policy and within the limitations of the CEO Compensation Program:

At the 2024 annual meeting of shareholders (the “2024 Annual Meeting”), the Company’s shareholders approved a compensation program for Dr.

The program sets forth compensation limitations applicable to Dr.

Myers which the Compensation Committee and the Board can utilize in setting Dr.

Myers’ compensation, beginning with the compensation to be paid in fiscal 2024, without the need to obtain further shareholder approval.

See “─Compensation Program for Dr.

Michael Myers”.

After the 2024 Annual Meeting, the Compensation Committee and the Board took the following actions which were consistent with the Company’s then applicable compensation policy and within the limitations of the CEO Compensation Program:

(i) approved and ratified Dr.

2 unchanged sentences

and (iii) granted Dr.

Myers an option to purchase 536,603 ADSs under Quoin’s Amended and Restated Equity Incentive Plan, with an exercise price equal to $0.78 per ADS, the fair market value on the date of grant.

Myers an option to purchase 15,332 ADSs under Quoin’s Amended and Restated Equity Incentive Plan, with an exercise price equal to $27.30 per ADS.

In 2025, the Compensation Committee and the Board took the following actions which were consistent with the Company’s then applicable compensation policy and within the limitations of the CEO Compensation Program:

(i) approved and ratified Dr.

Myers’ 2025 annual base salary at $745,284 (retroactive to January 1, 2025), (ii) approved and ratified a discretionary cash bonus for Dr.

Myers for fiscal 2024 services of $331,238;

and (iii) granted Dr.

Myers an option to purchase 42,857 ADSs under Quoin’s Amended and Restated Equity Incentive Plan, with an exercise price equal to $9.07 per ADS.

In February 2026, the Compensation Committee and the Board certified the achievement of 100% of the performance goals for Dr.

Myers’ annual performance-based cash bonus, resulting in a cash bonus for Dr.

Myers for fiscal 2025 services of $372,642.

See “─Annual Cash Incentive Bonuses.” Dr.

Myers’ annual performance-based bonus was consistent with the Company’s 2025 Compensation Policy (as described below) and was within the limitations of the CEO Compensation Program (as described below).

Pursuant to her Executive Employment Agreement with Quoin Inc., dated March 9, 2018, which was amended as of November 9, 2021 (as amended, the “Carter Agreement”), Ms.

Carter is entitled to an annual base salary of $440,000, which accrued monthly until paid by Quoin Inc.

Carter may also receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of her annual base salary, payable at the discretion of the board of directors after approval of our compensation committee, subject to shareholder approval by a Special Majority for Compensation Matters.

Carter’s annual base salary was set at $440,000, which accrued monthly until paid by Quoin Inc.

In addition, the Carter Agreement provided for target discretionary bonuses of not less than 45% of Ms.

Carter’s annual base salary, payable at the discretion of the board of directors after approval of the Compensation Committee, subject to shareholder approval by a Special Majority for Compensation Matters.

Pursuant to the Carter Agreement, Ms.

2 unchanged sentences

Carter with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500.

At the annual general meeting of shareholders held on October 26, 2023, shareholders approved an amendment to Ms.

Carter’s employment agreement to increase to Ms.

Carter’s annual base salary by 9.5%, retroactive to January 1, 2023, to $481,800.

(i) approved and ratified Ms.

At the 2024 Annual Meeting, the Company’s shareholders approved a compensation program for Ms.

The program sets forth compensation limitations applicable to Ms.

Carter which the Compensation Committee and the Board can utilize in setting Ms.

Carter’s compensation, beginning with the compensation to be paid in fiscal 2024, without the need to obtain further shareholder approval.

See “─Compensation Program for Ms.

Denise Carter”.

(i) approved and

Carter’s 2024 annual base salary at $529,980 (retroactive to January 1, 2024), (ii) approved and ratified a discretionary cash bonus for Ms.

2 unchanged sentences

Carter an option to purchase 15,332 ADSs under Quoin’s Amended and Restated Equity Incentive Plan, with an exercise price equal to $27.30 per ADS, the fair market value on the date of grant.

Pursuant to his Service Agreement with Quoin Inc., dated November 1, 2021 (as amended, the “Dunn Agreement”), Mr.

Dunn is entitled to an annual base salary of $360,000.

In addition, Mr.

Dunn received a signing bonus equal to one-twelfth of his annual base salary, and is entitled to receive subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of his annual base salary, payable at the discretion of the Board, which was prorated for 2021.

Under the Dunn Agreement, we granted an option to Mr.

Dunn to purchase our ordinary shares, with a $1.25 million grant date value.

Dunn is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally and paid time off annually in accordance with our policies in effect from time to time.

Effective October 26, 2023, Mr.

Dunn’s annual base salary was amended to provide for an increase to his annual base salary by 9.5%, retroactive to January 1, 2023, to $394,200.

On December 9, 2024, the Compensation Committee and the Board took the following actions which were consistent with the Company’s Compensation Policy:

(i) approved and ratified the setting of the 2024 annual base salary for Gordon Dunn, our Chief Financial Officer, at $433,620 (retroactive to January 1, 2024), (ii) approved and ratified a discretionary cash bonus for Mr.

Dunn for fiscal 2023 services of $197,100;

and (iii) granted Mr.

Dunn an option to purchase 338,994 ADSs under Quoin’s Amended and Restated Equity Incentive Plan, with an exercise price equal to $0.78 per ADS, the fair market value on the date of grant.

(i) approved and ratified Ms.

Carter’s 2025 annual base salary at $595,440 (retroactive to January 1, 2025), (ii) approved and ratified a discretionary cash bonus for Ms.

Carter for fiscal 2024 services of $264,990;

and (iii) granted Ms.

Carter an option to purchase 42,857 ADSs under Quoin’s Amended and Restated Equity Incentive Plan.

In February 2026, the Compensation Committee and the Board certified the achievement of 100% of the performance goals for Ms.

Carter’s annual performance-based cash bonus, resulting in a cash bonus for Ms.

Carter for fiscal 2025 services of $297,720.

See “─Annual Cash Incentive Bonuses.” Ms.

Carter’s annual performance-based bonus was consistent with the Company’s 2025 Compensation Policy (as described below) and was within the limitations of the COO Compensation Program (as described below).

In connection with Ms.

Lawlor’s appointment as Chief Financial Officer, the Company (through its wholly owned subsidiary, Quoin Therapeutics (Ireland) Ltd.) and Ms.

Lawlor entered into a Service Agreement, dated as of August 18, 2025 (the “Lawlor Service Agreement”).

The Lawlor Service Agreement provides that Ms.

Lawlor will be paid an initial annual base salary of €380,000 ($443,381).

In addition, the Service Agreement provides that the Company may, at its absolute discretion, pay an annual performance related bonus (which shall not qualify as pensionable remuneration) of up to 50% of salary in an amount to be determined by the Compensation Committee of Board.

The Company has arranged for the provision of a PRSA scheme to which the Company will contribute 5% of gross basic salary matched by a 5% contribution by Ms.

Lawlor to the PRSA.

In addition, the Company will contribute a sum of €5,000 ($5,834) to Ms.

Lawlor’s health insurance scheme.

In connection with her hiring, on December 1, 2025, the Company granted Ms.

Lawlor an option to purchase 10,330 ADSs under Quoin’s 2025 Equity Incentive Plan, with an exercise price equal to $19.36 per ADS.

In February 2026, the Company’s Compensation Committee and the Board approved a discretionary cash bonus for Ms.

Lawlor for fiscal 2025 services of $83,134.

Lawlor’s discretionary cash bonus was consistent with the Company’s 2025 Compensation Policy (as described below).

Compensation Program for Dr.

12 unchanged sentences

(iii) an annual equity grant in any form permitted under the Company’s equity incentive plan in effect from time to time with an annual value (determined in accordance with the Black-Scholes formula or another widely accepted and suitable formula for calculating the value of equity awards) of up to 500% of the maximum total fixed component (base salary and benefits) to which Dr.

Myers is entitled in the grant year.

(together the “CEO Compensation Program”).

Myers is entitled in the grant year (together the “CEO Compensation Program”).

In setting future compensation for Dr.

13 unchanged sentences

Carter is entitled in the grant year.

(together the “COO Compensation Program”).

Carter is entitled in the grant year (together the “COO Compensation Program”).

In setting future compensation for Ms.

1 unchanged sentence

Carter’s experience and expected contributions.

Annual Cash Incentive Bonuses

The Company believes that performance-based cash bonuses assist the Company in motivating and retaining executive talent whose abilities and leadership skills are critical to the Company’s long-term success by aligning such officers’ efforts with the strategic and clinical goals of the Company through competitive annual incentive opportunities.

The annual performance-based cash bonuses for fiscal 2025 for Dr.

Myers and Ms.

Carter were subject to a formulaic framework based on certain clinical;

chemistry, manufacturing and controls;

intellectual property and financial performance measures with weightings of 35%, 30%, 10%, 5% and 20%, respectively.

There would be no annual performance-based cash bonus payout with respect to any category for which the Compensation Committee determined that the Company had not performed and/or did not successfully achieve the performance goal.

We have not disclosed the specific performance goals/strategic measures because we believe this disclosure would reveal confidential strategic objectives and information that is not otherwise publicly disclosed by us and would result in competitive harm to us.

The strategic measures were designed to be “stretch” goals that were achievable with what we believe represented an elevated level of effort and performance.

For fiscal 2025, the Compensation Committee and the Board set award levels for each of Dr.

Myers and Ms.

Carter as percentages of their base salaries as shown in the following table:

Michael Myers

Denise Carter

In February 2026, the Compensation Committee and the Board certified the achievement of 100% of the performance goals and determined that the annual performance-based cash bonuses should be paid out at 100% of target based on the Company’s performance.

Accordingly, based on the formula previously adopted, the Compensation Committee and the Board approved bonuses for each of Dr.

Myers and Ms.

Carter for fiscal 2025 of $372,642 and $297,720, respectively.

Health and Welfare Benefits

13 unchanged sentences

The 2022 options vest in four equal annual installments beginning on April 12, 2023.

The 2023 options vest in three annual installments of 20% and a fourth annual installment of 40% beginning on October 26, 2024.

The 2024 options vest in three annual installments of 20% and a fourth annual installment of 40% beginning on December 9, 2025.

The 2023 options vest in three annual installments of 20% beginning on October 26, 2024 and a fourth installment of 40% on October 26, 2027.

The 2024 options vest in three annual installments of 20% beginning on December 9, 2025 and a fourth installment of 40% on December 9, 2028.

The 2025 options vest in three annual installments of 20% beginning on either May 29, 2026 or December 1, 2026, as applicable, and a fourth installment of 40% on either May 29, 2029 or December 1, 2029, as applicable.

(2) Represents the exercise price per ADS.

1 unchanged sentence

At our Annual General Meeting held on April 12, 2022, our shareholders approved our Amended and Restated Equity Incentive Plan (the “2022 Plan”), which amended and restated our 2014 Global Incentive Option Scheme.

The number of shares reserved for issuance under the Plan is equal to 15% of our outstanding ordinary shares on a fully-diluted basis.

The purpose of the Plan is to attract, retain and motivate our employees (including prospective employees), non-employee directors and consultants.

The Board has the power to administer the Plan, either directly or upon the recommendation of the Compensation Committee of the Board, in accordance with applicable law and our Articles of Association.

Options granted under the Plan are subject to applicable vesting schedules and generally expire ten years from the grant date

The purpose of the 2022 Plan was to attract, retain and motivate our employees (including prospective employees), non-employee directors and consultants.

As of August 21, 2025, no further awards may be issued under the 2022 Plan due to the adoption of the Company’s 2025 Plan (as defined below).

At December 31, 2025, 200,627 ADSs remain subject to outstanding options under the 2022 Plan.

2025 Equity Incentive Plan

Our 2025 Equity Incentive Plan (the “2025 Plan”) was approved by our shareholders on August 21, 2025.

The purpose of the 2025 Plan is to provide for the grant of equity-based incentive awards to the Company’s employees, directors, officers, consultants, advisers and service providers in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of the Company’s business.

The 2025 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), restricted shares, restricted stock units, stock appreciation rights and other share-based awards.

The 2025 Plan is administered by the Compensation Committee.

Subject to certain adjustments, the maximum number of ordinary shares (or ADSs representing such ordinary shares) available for issuance under the 2025 Plan is 3,000,000 ordinary shares (85,714 ADSs), subject to an automatic annual increase the first day of each year beginning in 2026 and on January 1st of each calendar year thereafter and ending on January 1, 2035, by a number of ordinary shares equal to the smaller of (A) fifteen percent (15%) of the number of ordinary shares issued and outstanding of the Company on a fully diluted basis on the last day of the immediately preceding calendar year;

and (B) such amount as determined by our Board if so determined.

All awards granted pursuant to the 2025 Plan will be evidenced by a grant notification letter, in a form approved, from time to time, by the Compensation Committee.

The grant notification letter will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable.

The exercise period of an award will be determined by the Compensation Committee and stated in the grant notification letter but will in no event be longer than ten years from the date of the grant thereof.

All awards must be granted on or before July 8, 2035, the tenth anniversary of the date that the 2025 Plan was approved by our Board.

All awards under the 2025 Plan will be subject to recoupment by the Company to the extent required to comply with applicable law or any policy of the Company (subject to applicable law) providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant of an award.

At December 31, 2025, 15,330 ADSs remain subject to outstanding options under the 2025 Plan.

Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

2 unchanged sentences

Option grants are effective on the date the award determination is made by the Board and/or the Compensation Committee, and the exercise price of options is the closing market price of our ADSs on the date of the grant or, if the grant is made on a weekend or holiday, on the prior business day.

During the fiscal year ended December 31, 2025, we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report other than as set forth in the table below:

Percentage change in the closing market price

of the securities underlying the award between

the trading day ending immediately prior to the

disclosure of material nonpublic information

and the trading day beginning immediately

following the disclosure of material nonpublic

information (2)

James Culverwell

Dennis Langer

Natalie Leong

The option grant was approved by the Compensation Committee and the Board on May 29, 2025, subject to shareholder approval.

The Company’s shareholders approved this option grant on August 21, 2025.

The exercise price of the option was determined following the close of market on May 29, 2025.

The Company filed a current report on Form 8-K on August 21, 2025, announcing the results of the 2026 annual meeting and the appointment of Sally Lawlor as the Company’s new Chief Financial Officer effective as of August 18, 2025.

The percentage change in the closing market price of the Company’s ADSs between the trading day ending immediately prior to the filing of the 8/21/2025 Form 8-K and the closing market price of the Company’s ADSs on the trading day beginning immediately following the filing of the 8/21/2025 Form 8-K was 1.94%.

Clawback Policy

2 unchanged sentences

The Compensation Committee shall determine, in its sole discretion, the timing and method for promptly recouping such erroneously awarded compensation, which may include without limitation:

(a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or

offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and (e) any other method authorized by applicable law or contract.

(a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and (e) any other method authorized by

applicable law or contract.

Subject to compliance with any applicable law, the Compensation Committee may affect recovery under this policy from any amount otherwise payable to the executive officer, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or commissions and compensation previously deferred by the executive officer.

16 unchanged sentences

Carter, as applicable, must first sign a Release (as defined in the Myers Agreement or the Carter Agreement, as applicable).

Dunn, pursuant to the Dunn Agreement, is also entitled to the following benefits upon termination of his employment:

● Garden Leave :

During any period of notice to terminate Mr.

Dunn’s employment, Mr.

Dunn will continue to be entitled to his basic salary and contractual benefits in the usual course.

● Payment in lieu of notice :

Upon the termination of Mr.

Dunn’s employment at any time, Mr.

Dunn will receive payment equal to his basic salary as of the termination date which he would have been entitled to receive under the Dunn Agreement during the notice period referred to in the bullet below, less income tax and national insurance contributions.

Payment in lieu of notice will not include (i) any bonus or commission payments that might otherwise have been paid to Mr.

Dunn during the period for which such payment in lieu of notice is made, (ii) benefits Mr.

Dunn would have been entitled to during such time, and (iii) holiday entitlement that would have accrued during such time.

● Termination :

Subject to successful completion of the probationary employment period as set forth in the Dunn Agreement, and except in connection with certain “for cause” events, as set forth in Section 20.2 of the Dunn Agreement, the Company may terminate Mr.

Dunn’s employment by giving at least 12 months’ prior written notice, and is obligated to continue paying Mr.

Dunn his basic salary and other benefits during such notice period.

The foregoing descriptions of the Myers Agreement, the Carter Agreement and the Dunn Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Myers Agreement, the Carter Agreement and the Dunn Agreement, copies of which are included as exhibits to this Annual Report.

The foregoing descriptions of the Myers Agreement and the Carter Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Myers Agreement the Carter Agreement, copies of which are included as exhibits to this Annual Report.

Option Awards

Under the Plan, upon termination of employment for any reason, other than in the event of death or disability or for ”Cause” (as defined in the Plan), all unvested options will expire and all vested options at time of termination will generally be exercisable for 90 days following termination, subject to the terms of the Plan and the governing option agreement.

Under the 2022 Plan and the 2025 Plan, upon termination of employment for any reason, other than in the event of death or disability or for “Cause” (as defined in the 2022 Plan and the 2025 Plan), all unvested options will expire and all vested options at time of termination will generally be exercisable for 90 days following termination, subject to the terms of the Plan and the governing option agreement.

If we terminate a grantee for Cause, the grantee’s right to exercise all vested and unvested the options granted to the grantee will expire immediately.

Upon termination of employment due to death or disability, all the vested options at the time of termination will be exercisable for 12 months after date of termination, subject to the terms of the Plan and the governing option agreement.

Compensation Policy under the Companies Law

In general, under the Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee.

In addition, our compensation policy must be approved at least once every three years, first, by our board of directors, upon the recommendation of our compensation committee, and second, by a simple majority of the ordinary shares present, in person or by proxy, and voting (excluding abstentions) at a general meeting of shareholders, provided that either:

In addition, our compensation policy must be approved

at least once every three years, first, by our board of directors, upon the recommendation of our compensation committee, and second, by a simple majority of the ordinary shares present, in person or by proxy, and voting (excluding abstentions) at a general meeting of shareholders, provided that either:

● such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy;

1 unchanged sentence

Under special circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company.

If a company that initially offers its securities to the public, like us, adopts a compensation policy in advance of its initial public offering, and describes it in its prospectus for such offering, then such compensation policy shall be deemed a validly adopted policy in accordance with the Companies Law requirements described above.

Furthermore, if the compensation policy is established in accordance with the aforementioned relief, then it will remain in effect for a term of five years from the date such company becomes a public company.

Our Board, following the recommendation of our Compensation Committee, approved adopting a new Compensation Policy for Executive Officer and Directors in 2025 (the “2025 Compensation Policy”) and our shareholders approved and adopted the 2025 Compensation Policy at our 2025 Annual Meeting.

The compensation policy must be based on certain considerations, include certain provisions and reference certain matters as set forth in the Companies Law.

32 unchanged sentences

The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the executive officer.

In addition, our compensation policy contains compensation recovery provisions which allow us under certain conditions to recover bonuses paid in excess, enables our compensation committee and board of directors to approve an immaterial change in the terms of employment of an executive officer and allow us to exculpate, indemnify and insure our executive officers and directors to the maximum extent permitted by Israeli law subject to certain limitations set forth therein.

In addition, our compensation policy contains compensation recovery provisions which allow us under certain conditions to recover bonuses paid in excess, enables our chief executive officer to approve an immaterial change in the terms of employment of an executive officer (excluding the chief executive officer) in an amount up to two monthly base salaries, and allow us to exculpate, indemnify and insure our executive officers and directors to the maximum extent permitted by Israeli law subject to certain limitations set forth therein.

Our compensation policy also provides for compensation to the members of our board of directors in accordance with market compensation trends, provided however that in the case of an external director, such compensation will be paid in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time.

Our compensation policy was approved by our compensation committee, our board of directors and shareholders and became effective on April 12, 2022.

Non-Employee Director Compensation

Under our non-employee directors’ compensation program, as amended, non-employee directors are entitled to receive the following cash compensation for their services:

● each non-employee director receives an annual base retainer of $82,500;

● each non-employee director receives an annual base retainer (the “Annual Retainer”) of up to $125,000, which amount shall be determined annually at the discretion of the Compensation Committee and the Board;

● each committee chairperson receives an additional retainer of $15,000 for his or her service as a chairperson;

3 unchanged sentences

In addition, each non-employee director who joins the Board is granted an inaugural award of options valued at $165,000.

Furthermore, each non-employee director may elect to receive all or a portion of the Annual Retainer due to them in the form of options.

The following table sets forth information concerning the compensation awarded to, earned by or paid to non-employee directors for the year ended December 31, 2025.

4 unchanged sentences

Michael Sember

(1) Represents the grant date fair value of option awards granted to each of our non-employee directors on December 9, 2024, calculated in accordance with FASB ASC Topic 718.

These options have an exercise price of $0.78 per ADS and vests in four annual installments with 20% vesting on each of December 9, 2025, 2026 and 2027 and 40% vesting on December 9, 2028.

(1) For fiscal 2025, the Compensation Committee and the Board set the Annual Retainer at $100,000 and determined that the annual award of options should be valued at $60,000.

Culverwell and Mr.

Langer elected to receive all of their fiscal 2025 Annual Retainer in the form of options to purchase ADSs in the amount of 13,682 ADSs each and Ms.

Leong elected to receive a portion of her fiscal 2025 Annual Retainer in the form of options to purchase ADSs in the amount of 4,105 ADSs.

Committee fees were paid in cash to all Board members.

(2) Represents the grant date fair value of option awards granted to each of our non-employee directors calculated in accordance with FASB ASC Topic 718.

The option values were calculated using a Black-Scholes Model for pricing options.

See Note 6 to Consolidated Financial Statements included in this Annual Report for all relevant valuation assumptions used to determine the grant date fair value of these options.

As of December 31, 2024, the aggregate number of outstanding options held by each of our non-employee directors was 59,438 ADSs.

As of December 31, 2025, the aggregate number of outstanding options held by each of our non-employee directors was Mr.

Cooper—9,459;

Culverwell—23,141;

Langer—23,141;

Leong 13,561;

Sember—9,459.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

A security that may be acquired by a person within 60 days of March 23, 2026, pursuant to the exercise of options or warrants are deemed to be outstanding for purpose of computing the percentage ownership of such person, but are not deemed to be outstanding for purposes of computing the percentage ownership of ordinary shares beneficially owned by any other person shown in the table.

Each ADS represents one ordinary share.

Each ADS represents thirty-five ordinary shares.

Unless indicated otherwise below, the address of our directors and executive officers is c/o Quoin Pharmaceuticals Ltd., 42127 Pleasant Forest Court, Ashburn, VA 20148-7349.

1 unchanged sentence

Name and Address of Beneficial Owner

5% Beneficial Owners

Ikarian Capital LLC and affiliate (1)

Directors and Named Executive Officers:

6 unchanged sentences

Michael Sember (8)

Gordon Dunn (8)

All directors and officers as a group (8 persons) (9)

* Less than 1%

(1) Consists of (i) 602,808 ADSs held directly, (ii) 21,550 ADSs issuable the upon the exercise of options which may be exercised within 60 days of March 10, 2025, (iii) 425,165 ADSs issuable upon the exercise of 425,165 December 2024 Warrants acquired in the December 2024 Offering which may be exercised within 60 days of March 10, 2025 (does not include 685,947 ADSs issuable upon the exercise of 685,947 December 2024 Warrants due to the 4.99% beneficial ownership limitation in such Warrants).

(2) Consists of (i) 602,648 ADSs held directly, (ii) 21,550 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 10, 2025, and (iii) 425,334 ADSs issuable upon the exercise of 425,334 December 2024 Warrants acquired in the December 2024 Offering which may be exercised within 60 days of March 10, 2025 (does not include 685,778 ADSs issuable upon the exercise of 685,778 December 2024 Warrants due to the 4.99% beneficial ownership limitation in such Warrants).

Sally Lawlor (9)

All current directors and officers as a group (8 persons) (10)

(1) Consists of ADSs held by Ikarian Capital, LLC (“Ikarian”) based on the Schedule 13G/A filed by Ikarian on February 6, 2026.

These ADSs are also beneficially owned by Neil Shahrestani.

The address of Ikarian and Mr.

Shahrestani is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201

(2) Consists of (i) 17,223 ADSs held directly, (ii) 4,196 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026, (iii) 31,746 ADSs issuable upon the exercise of December 2024 Warrants acquired in the December 2024 Offering which may be exercised within 60 days of March 23, 2026

(3) Consists of (i) 17,219 ADSs held directly, (ii) 4,196 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026, and (iii) 31,746 ADSs issuable upon the exercise of December 2024 Warrants acquired in the December 2024 Offering which may be exercised within 60 days of March 23, 2026.

(4) Represents 408 ADSs issuable the upon exercise of options which may be exercised within 60 days of March 23, 2026.

(5) Consists of (i) 2,866 ADSs held directly, (ii) 408 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026, and (iii) 5,714 ADSs issuable upon the exercise of December 2024 Warrants acquired in the December 2024 Offering which may be exercised within 60 days of March 23, 2026.

(5) Consists of (i) 53 ADSs held directly and (ii) 2,602 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 10, 2025.

(6) Consists of (i) 15,154 ADSs held directly, (ii) 408 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23 2026 and (iii) 60,608 ADSs issuable upon the exercise of October 2025 Ordinary Warrants acquired in the October 2025 Private Placement which may be exercised within 60 days of March 23, 2026.

(7) Represents 408 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026.

(8) Represents 408 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026.

(8) Represents (i) 151,077 ADSs held directly, (ii) 14,695 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 10, 2025, and (iii) 244,442 ADSs issuable upon the exercise of 244,442 December 2024 Warrants acquired in the December 2024 Offering.

(9) Consists of (i) 1,456,903 ADSs held directly, (ii) 70,807 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 10, 2025, and (iii) 1,294,941 ADSs issuable upon the exercise of 1,294,941 December 2024 acquired in the December 2024 Offering (such number does not include 1,371,725 ADSs issuable upon the exercise of 1,371,725 December 2024 Warrants due to the 4.99% beneficial ownership limitation in such Warrants).

(9) Consists of 440 ADSs held directly.

(10) Consists of (i) 57,218 ADSs held directly, (ii) 10,853 ADSs issuable upon the exercise of options which may be exercised within 60 days of March 23, 2026, (iii) 76,190 ADSs issuable upon the exercise of December 2024 acquired in the December 2024 Offering and (iv) 60,608 ADSs issuable upon the exercise of October 2025 Ordinary Warrants acquired in the October 2025 Private Placement which may be exercised within 60 days of March 23, 2026.

Equity Compensation Plan Table

1 unchanged sentence

Number of securities

remaining available for

authorized for

Number of securities

15 unchanged sentences

(2) Represents the exercise price per ADS.

(3) Represents the number of ADSs authorized for issuance under the 2025 Plan at December 31, 2025.

(4) The 2025 Plan contains an “ evergreen ” provision, pursuant to which on January 1 st of each year, we automatically increase the maximum number of shares authorized for issuance pursuant to the 2025 Plan by a number of shares equal to the smaller of (a) 15% of the number of shares issued and outstanding of the Company on a fully diluted basis on the last day of the immediately preceding calendar year;

and (b) such amount as determined by our Board if so determined.

Certain Relationships and Related Transactions, and Director Independence

7 unchanged sentences

Myers and Ms.

Carter under their respective employment agreements, as well as reimbursement of expenses and other amounts paid by Dr.

Carter under their respective employment agreements, as well as

reimbursement of expenses and other amounts paid by Dr.

Myers and Ms.

18 unchanged sentences

The ADSs issued to the 2020 Noteholders did not include accrued interest.

Two of the five 2020 Noteholders received their amount due during the year ended December 31, 2022 and the Company’s estimate of the liability to the remaining three 2020 Noteholders (including Messrs Langer and Culverwell) was estimated to be $1,146,000 as of December 31, 2024 and December 31, 2023.

Langer and Culverwell) was estimated to be $1,146,000 as of December 31, 2025 and December 31, 2024.

On December 23, 2024, we completed the December 2024 Offering of our ordinary shares represented by ADSs, Series F Warrants to purchase ordinary shares represented by ADSs, Series G Warrants to purchase ordinary shares represented by ADSs and pre-funded warrants to purchase ordinary shares represented by ADSs.

The Company received aggregate gross proceeds from the December 2024 Offering of approximately $6.8 million, before deducting placement agent fees and other offering expenses.

Culverwell purchased an aggregate of 1,333,333 of our ADSs and accompanying Series F Warrants and Series G Warrants to purchase an aggregate of 2,666,666 of our ADSs, for a total purchase price of approximately $600,000, at the public offering price and on the same terms as the other purchasers in the December 2024 Offering.

Culverwell purchased an aggregate of 38,095 ADSs and accompanying Series F Warrants and Series G Warrants to purchase an aggregate of 76,190 ADSs, for a total purchase price of approximately $600,000, at the public offering price and on the same terms as the other purchasers in the December 2024 Offering.

On October 14, 2025, we completed the October 2025 Private Placement of ordinary shares represented by ADSs, 2025 Pre-Funded Warrants, and October 2025 Ordinary Warrants.

Dennis Langer, one of our directors, participated in the October 2025 Private Placement, purchasing ordinary shares represented by 15,152 ADSs and accompanying October 2025 Ordinary Warrants for a total purchase price of approximately $128,641, at a combined purchase price of $8.49 per ADS and accompanying October 2025 Ordinary Warrants.

In accordance with Nasdaq Rules, Mr.

Langer’s purchase price was based upon the consolidated closing bid price from the trading day immediately preceding the date we entered into the 2025 Purchase Agreements, plus $0.50.

Review, Approval and Ratification of Transactions with Related Persons

The general policy of Quoin Pharmaceuticals Ltd.

and our audit committee is that all proposed related party transactions are reviewed and approved in advance by the audit committee to the extent required under the Companies Law and Nasdaq and other rules.

The audit committee will determine whether such transactions or proposals are fair and reasonable to our company and our shareholders.

In general, potential related-party transactions will be identified by our management and discussed with our audit committee at our audit committee’s meetings.

Detailed proposals, including, where applicable, financial and legal analyses, alternatives and management recommendations, will be provided to our audit committee with respect to each issue under consideration and decisions will be made by our audit committee with respect to the foregoing related-party transactions after opportunity for discussion and review of materials.

When applicable, our audit committee will request further information and, from time to time, will request guidance or confirmation from internal or external counsel or auditors.

Principal Accountant Fees and Services

Marcum LLP (“Marcum”) has served as the Company’s independent registered public accounting firm since September 1, 2022.

The following table sets forth the aggregate accounting fees paid by us to Marcum for all services, including audit services, for the years ended December 31, 2024 and 2023, as applicable.

CBIZ CPAs P.C.

(“CBIZ CPAs”) and Marcum LLP (“Marcum”), served as the independent registered public accounting firms, for the fiscal years ended December 31, 2025 and 2024, respectively.

Effective November 1, 2024, CBIZ CPAs acquired the attest business of Marcum.

Marcum continued to serve as the Company’s independent registered public accounting firm through March 18, 2025.

On March 18, 2025, Marcum resigned as the Company’s independent registered public accounting firm, and CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025.

The following table sets forth the aggregate accounting fees paid by us to CBIZ CPAs for all services for the years ended December 31, 2025 and 2024, as applicable.

December 31, 2025

21 unchanged sentences

The following is a list of exhibits filed as part of this Annual Report.

Exhibit Description

INCORPORATED BY REFERENCE

EXHIBIT NUMBER

FURNISHED HEREWITH

Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc.

and Quoin Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 of the Form 6-K filed with the Securities and Exchange Commission on March 24, 2021).

Amendment made as of September 24, 2021, to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc., and Quoin Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 99.2 to Form 6-K filed with the SEC on September 27, 2021).

March 24, 2021

Amendment, dated September 24, 2021, to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., CellMSC, Inc., and Quoin Pharmaceuticals, Inc.

September 27, 2021

Amended and Restated Share Transfer Agreement, dated May 27, 2021 by and between Cellect Biotechnology Ltd.

and EnCellX Inc.

(incorporated by reference to Exhibit 2.2 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission on June 16, 2021).

Amendment made as of September 26, 2021, to the Amended and Restated Share Transfer Agreement dated as of May 27, 2021, by and between EnCellX, Inc.

June 16, 2021

Amendment, dated September 26, 2021, to the Amended and Restated Share Transfer Agreement, dated as of May 27, 2021, by and between EnCellX, Inc.

and Cellect Biotechnology Ltd.

(incorporated by reference to Exhibit 99.3 to Form 6-K filed with the SEC on September 27, 2021).

September 27, 2021

Securities Purchase Agreement, dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., Quoin Pharmaceuticals, Inc.

and the investors named on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.4 of the Form 6-K filed with the Securities and Exchange Commission on March 24, 2021).

Securities Purchase Agreement, dated as of March 24, 2021, by and among Quoin Pharmaceuticals, Inc.

and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.6 of the Form 6-K filed with the Securities and Exchange Commission on March 24, 2021).

and the investors named on the Schedule of Buyers attached thereto

March 24, 2021

Amendment Agreement, dated as of September 17, 2021, by and among Quoin Pharmaceuticals, Inc., Cellect Biotechnology, Ltd., and Altium Growth Fund, L.P.

(incorporated by reference to Exhibit 99.1 of the Form 6-K filed with the Securities and Exchange Commission on September 17, 2021).

Letter Agreement, dated September 17, 2021, between Quoin Pharmaceuticals, Inc.

and Cellect Biotechnology, Ltd.

(incorporated by reference to Exhibit 99.2 of the Form 6-K filed with the Securities and Exchange Commission on September 17, 2021).

September 17, 2021

Second Amendment Agreement, dated as of March 13, 2022, by and among Quoin Pharmaceuticals, Inc., Quoin Pharmaceuticals Ltd., and Altium Growth Fund, L.P.

(incorporated by reference to Exhibit 4.1 to Form 6–K filed with the SEC on March 28, 2022).

March 28, 2022

Waiver Agreement, dated June 6, 2022, by and among Quoin Pharmaceuticals Ltd., Quoin Pharmaceuticals, Inc.

and Altium Growth Fund, LP (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on June 6, 2022).

and Altium Growth Fund, LP

Agreement, dated July 14, 2022, by and among Quoin Pharmaceuticals, Inc., Quoin Pharmaceuticals Ltd.

and Altium Growth Fund, LP (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on July 15, 2022).

and Altium Growth Fund, LP

July 15, 2022

Securities Purchase Agreement, dated as of March 24, 2021, by and among Quoin Pharmaceuticals, Inc.

and the investors listed on the Schedule of Buyers attached thereto

March 24, 2021

Letter Agreement, dated September 17, 2021, between Quoin Pharmaceuticals, Inc.

and Cellect Biotechnology, Ltd.

September 17, 2021

Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., as amended

March 13, 2025

Amendments to Amended and Restated Articles of Association of Quoin Pharmaceuticals Ltd., adopted on August 21, 2025

August 21, 2025

Form of Deposit Agreement between Cellect Biotechnology Ltd.

(n/k/a Quoin Pharmaceuticals Ltd.), The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder (incorporated by reference to Exhibit 4.1 to Registration Statement on Form F-1/A as filed with the SEC on July 26, 2016).

(n/k/a Quoin Pharmaceuticals Ltd.), The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder

July 26, 2016

Specimen American Depositary Receipt (included in Exhibit 4.1).

Registration Rights Agreement, dated as of March 24, 2021, by and between Cellect Biotechnology Ltd.

and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.5 of the Form 6-K filed with the Securities and Exchange Commission on March 24, 2021).

Form of Primary Warrants for the Purchase Agreement (incorporated by reference to Exhibit B to Exhibit 10.4 to Form 6-K filed with the SEC on March 24, 2021).

Form of Exchange Warrant (incorporated by reference to Exhibit 99.1 to Form 6-K filed with the SEC on September 17, 2021).

Form of Series A Warrant (incorporated by reference to Exhibit 2.5 to Form 20-F filed with the SEC on April 13, 2022).

Form of Series B Warrant (incorporated by reference to Exhibit 2.6 to Form 20-F filed with the SEC on April 13, 2022).

Form of Series C Warrant (incorporated by reference to Exhibit 2.7 to Form 20-F filed with the SEC on April 13, 2022).

Form of Warrant Agent Agreement between Cellect Biotechnology Ltd.

and Computershare Inc., as warrant agent, including the form of Warrant (incorporated by reference to Exhibit 4.6 of the Registration Statement on Form F-1 filed with the SEC on February 7, 2019).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.12 of the Registration Statement on Form F-1 filed with the SEC on August 3, 2022).

Form of Common Warrant (incorporated by reference to Exhibit 4.13 of the Registration Statement on Form F-1 filed with the SEC on August 3, 2022).

Form of Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the August 2022 Offering

August 3, 2022

Form of Amendment No.

1 to Warrant to Purchase Ordinary Shares Represented by American Depositary Shares (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on February 28, 2023).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 28, 2023).

Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on February 28, 2023).

1 to Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, dated as of February 24, 2023

February 28, 2023

Form of Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, issued in the February 2023 Offering

February 28, 2023

Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering

March 8, 2024

Form of Series D Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering

March 8, 2024

Form of Series E Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering

March 8, 2024

Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares issued in the March 2024 Offering

March 8, 2024

Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering

December 26, 2024

Form of Series F Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering

December 26, 2024

Form of Series G Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the December 2024 Offering

December 26, 2024

Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares, dated as of December 20, 2024

December 26, 2024

Form of Pre-Funded Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement

October 15, 2025

Form of Series H Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement

October 15, 2025

Form of Series I Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement

October 15, 2025

Form of Series J Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement

October 15, 2025

Form of Series K Warrant to Purchase Ordinary Shares Represented by American Depositary Shares issued in the October 2025 Private Placement

October 15, 2025

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Form of Pre-Funded Warrant issued in the 2024 Offering (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Form of Series D Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Form of Series E Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Form of Amendment to Warrants to Purchase Ordinary Shares Represented by American Depositary Shares (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Form of Pre-Funded Warrant issued in the December 2024 Offering (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on December 26, 2024).

Form of Series F Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on December 26, 2024).

Form of Series G Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on December 26, 2024).

Compensation Policy for Executives and Directors of Quoin Pharmaceuticals Ltd, adopted on April 12, 2022 (incorporated by reference to Annex B included in Exhibit 99.1 to Form 6-K filed with the SEC on March 8, 2022).

Amended and Restated Equity Incentive Plan of Quoin Pharmaceuticals Ltd., effective as of April 12, 2022 (incorporated by reference to Annex C included in Exhibit 99.1 to Form 6-K filed with the SEC on March 8, 2022).

Form of Indemnification and Release Agreement, entered into by and between Quoin Pharmaceuticals Ltd.

and each of the officers and directors of Quoin Pharmaceuticals Ltd.

as of April 12, 2022 (incorporated by reference to Annex D included in Exhibit 99.1 to Form 6-K filed with the SEC on March 8, 2022).

Amended and Restated Equity Incentive Plan of Quoin Pharmaceuticals Ltd., effective as of April 12, 2022

Annex C included in Exhibit 99.1

March 8, 2022

Form of Non-Qualified Stock Option Award Agreement for directors

August 3, 2022

Form of Non-Qualified Stock Option Award Agreement for officers

August 3, 2022

2025 Equity Incentive Plan of Quoin Pharmaceuticals, Ltd.

August 27, 2025

Form of Incentive Stock Option Grant Notification Letter

November 17, 2025

Form of Non-Qualified Stock Option Grant Notification Letter

November 17, 2025

Compensation Policy for Executives and Directors of Quoin Pharmaceuticals Ltd, adopted on August 21, 2025

CEO Compensation Program

March 13, 2025

COO Compensation Program

March 13, 2025

Non-Employee Directors’ Compensation Program, as amended

March 13, 2025

Executive Employment Agreement, dated March 9, 2018, by and between Quoin Pharmaceuticals, Inc.

Michael Myers (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on October 29, 2021).

Michael Myers

October 29, 2021

Executive Employment Agreement, dated March 9, 2018, by and between Quoin Pharmaceuticals, Inc.

and Denise Carter (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on October 29, 2021).

and Denise Carter

October 29, 2021

Service Agreement, dated November 1, 2021, by and between Quoin Pharmaceuticals, Inc.

and Gordon Dunn (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on November 23, 2021).

Research Agreement, dated November 1, 2021, by and between Quoin Pharmaceuticals, Inc.

and Queensland University of Technology (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on November 23, 2021).

and Gordon Dunn

November 23, 2021

Settlement Agreement, effective August 15, 2025, by and between Quoin Pharmaceuticals, Inc., and Gordon Dunn

August 27, 2025

Service Agreement, dated August 18.

2025, by and between Quoin Therapeutics (Ireland) Ltd.

and Sally Lawlor

August 21, 2025

Form of Indemnification and Release Agreement, entered into by and between Quoin Pharmaceuticals Ltd.

and each of the officers and directors of Quoin Pharmaceuticals Ltd.

Annex D included in Exhibit 99.1

March 8, 2022

Purchase Agreement, dated January 25, 2024, by and between Quoin Pharmaceuticals Ltd.

and Alumni Capital LP

January 30, 2024

Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd.

and A.G.P/Alliance Global Partners related to the August 2022 Offering

August 4, 2022

Form of Securities Purchase Agreement related to the August 2022 Offering

August 4, 2022

Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd.

and A.G.P/Alliance Global Partners related to the February 2023 Offering

February 28, 2023

Form of Securities Purchase Agreement related to the February 2023 Offering

February 28, 2023

Form of Placement Agency Agreement by and between Quoin Pharmaceuticals Ltd.

and A.G.P/Alliance Global Partners related to the March 2024 Offering

March 8, 2024

Form of Securities Purchase Agreement related to the March 2024 Offering

March 8, 2024

Placement Agency Agreement dated December 20, 2024, by and between Quoin Pharmaceuticals Ltd.

and Maxim Group LLC related to the December 2024 Offering

December 26, 2024

Form of Securities Purchase Agreement, dated December 20, 2024 related to the December 2024 Offering

December 26, 2024

Form of Securities Purchase Agreement, dated October 10, 2025 related to the October 2025 Private Placement

October 15, 2025

Form of Registration Rights Agreement, dated October 10, 2025 related to the October 2025 Private Placement

October 15, 2025

License and Distribution Agreement, dated November 5, 2021, by and between Quoin Pharmaceuticals, Inc.

and AFT Pharmaceuticals Ltd.

(incorporated by reference to Exhibit 10.3 to Form 6-K filed with the SEC on November 23, 2021).

November 23, 2021

Supply Agreement, dated September 15, 2021, by and between Quoin Pharmaceuticals, Inc.

and AFT Pharmaceuticals Ltd.

(incorporated by reference to Exhibit 10.4 to Form 6-K filed with the SEC on November 23, 2021).

November 23, 2021

License and Distribution Agreement, dated November 7, 2021, by and between Quoin Pharmaceuticals, Inc.

and GenPharm Services FZ LLC (incorporated by reference to Exhibit 10.5 to Form 6-K filed with the SEC on November 23, 2021).

and GenPharm Services FZ LLC

November 23, 2021

Supply Agreement, dated November 7, 2021, by and between Quoin Pharmaceuticals, Inc.

and GenPharm Services FZ LLC (incorporated by reference to Exhibit 10.6 to Form 6-K filed with the SEC on November 23, 2021).

and GenPharm Services FZ LLC

November 23, 2021

Distribution Agreement, dated December 15, 2021, by and between Quoin Pharmaceuticals, Inc.

and Orpharm LLC (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on December 20, 2021).

License and Distribution Agreement, dated as of January 24, 2022 between the Company and E-Log Logistica LTDA (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on January 31, 2022).

and Orpharm LLC

December 20, 2021

License and Distribution Agreement, dated as of January 24, 2022, between the Company and E-Log Logistica LTDA

January 31, 2022

License and Distribution Agreement, dated as of February 1, 2022, by and between Quoin Pharmaceuticals Ltd.

and Er-Kim İlaç Sanayi ve Ticaret A.Ş, and the First Amendment to the License and Distribution Agreement, dated as of February 17, 2022, by and between Quoin Pharmaceuticals, Inc.

and Er-Kim İlaç Sanayi ve Ticaret A.Ş (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.4 to Form 6-K filed with the SEC on March 8, 2022).

and Er-Kim İlaç Sanayi ve Ticaret A.Ş

March 8, 2022

License and Distribution Agreement, dated as of February 11, 2022, by and between Quoin Pharmaceuticals Ltd.

and Neopharm (Israel) 1996 Ltd.

(certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.5 to Form 6-K filed with the SEC on March 8, 2022).

March 8, 2022

Supply Agreement, dated as of February 11, 2022, by and between Quoin Pharmaceuticals Ltd.

and Neopharm (Israel) 1996 Ltd.

(incorporated by reference to Exhibit 10.6 to Form 6-K filed with the SEC on March 8, 2022).

License Agreement, dated June 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and WinHealth Investment (HK) Limited (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on June 17, 2022).

License and Distribution Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and Endo Ventures Limited (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on July 15, 2022).

Supply Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and Endo Ventures Limited (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.3 to Form 6-K filed with the SEC on July 15, 2022).

Research Agreement, dated May 20, 2022, by and between Quoin Pharmaceuticals, Inc.

and Queensland University of Technology, Australia (certain provisions of this exhibit have been omitted pursuant to Instruction No.

4 to Exhibits in Form 20-F) (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on June 6, 2022).

March 8, 2022

Master Services Agreement, dated November 2, 2020, by and between Therapeutics, Inc.

and Quoin Pharmaceuticals, Inc.

April 13, 2022

Development and Supply Agreement, dated January 13, 2021, by and between TopChem Pharmaceuticals Limited and Quoin Pharmaceuticals Limited

April 13, 2022

Quotation – Tech Transfer and Clinical Manufacture for QRX003 Topical Lotion, dated April 8, 2021, by Ferndale Contract Manufacturing to Quoin Pharmaceuticals, Inc.

April 13, 2022

Exclusive License Agreement, dated October 17, 2019, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.30 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

Exclusive License Agreement Renewal, dated May 8, 2020, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.31 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

First Amendment to the Exclusive License Agreement, dated July 31, 2020, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.32 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

Second Amendment to the Exclusive License Agreement, dated September 30, 2020, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.33 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

Third Amendment to the Exclusive License Agreement, dated January 27, 2021, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.34 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

Fourth Amendment to the Exclusive License Agreement, dated April 19, 2021, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.35 to Form 20-F filed with the SEC on April 13, 2022).

April 13, 2022

Fifth Amendment to the Exclusive License Agreement, dated June 14, 2021, by and between Quoin Pharmaceuticals, Inc.

and Skinvisible Inc.

(incorporated by reference to Exhibit 4.36 to Form 20-F filed with the SEC on April 13, 2022).

Quotation – Tech Transfer and Clinical Manufacture for QRX003 Topical Lotion, dated April 8, 2021, by Ferndale Contract Manufacturing to Quoin Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 4.37 to Form 20-F filed with the SEC on April 13, 2022).

Development and Supply Agreement, dated January 13, 2021, by and between TopChem Pharmaceuticals Limited and Quoin Pharmaceuticals Limited (incorporated by reference to Exhibit 4.38 to Form 20-F filed with the SEC on April 13, 2022).

Master Services Agreement, dated November 2, 2020, by and between Therapeutics, Inc.

and Quoin Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 4.39 to Form 20-F filed with the SEC on April 13, 2022).

Term Sheet for Agreement, dated October 29, 2019, by and between Axella Research, LLC and Quoin Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 4.40 to Form 20-F filed with the SEC on April 13, 2022).

Term Sheet for Agreement, dated January 11, 2020, by and between Axella Research, LLC and Quoin Pharmaceuticals, Inc.

QRX003) (incorporated by reference to Exhibit 4.41 to Form 20-F filed with the SEC on April 13, 2022).

Term Sheet for Agreement, dated January 11, 2020, by and between Axella Research, LLC and Quoin Pharmaceuticals, Inc.

QRX004) (incorporated by reference to Exhibit 4.42 to Form 20-F filed with the SEC on April 13, 2022).

Form of Non-Qualified Stock Option Award Agreement for directors (incorporated by reference to Exhibit 10.34 to Form F-1 filed with the SEC on August 3, 2022).

Form of Non-Qualified Stock Option Award Agreement for officers (incorporated by reference to Exhibit 10.35 to Form F-1 filed with the SEC on August 3, 2022).

License and Distribution Agreement, by and between Quoin Pharmaceuticals Inc.

and Farma Mondo (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 13, 2023).

Form of Securities Purchase Agreement, dated August 5, 2022 (incorporated by reference to Exhibit 4.11 of the Registration Statement on Form F-1/A filed with the SEC on August 4, 2022).

Placement Agency Agreement by and between A.G.P.

/ Alliance Global Partners and Quoin Pharmaceuticals Ltd.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 28, 2023

Purchase Agreement, dated January 25, 2024, by and between Quoin Pharmaceuticals Ltd.

and Alumni Capital LP (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 30, 2024).

Securities Purchase Agreement dated March 4, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Placement Agency Agreement dated March 4, 2024 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on March 8, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 26, 2024).

Placement Agency Agreement dated December 20, 2024 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on December 26, 2024).

Non-Employee Directors’ Compensation Program, as amended

CEO Compensation Program

COO Compensation Program

April 13, 2022

License and Distribution Agreement, dated June 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and WinHealth Investment (HK) Limited

June 17, 2022

License and Distribution Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and Endo Ventures Limited

July 15, 2022

Supply Agreement, dated July 14, 2022, by and between Quoin Pharmaceuticals, Inc.

and Endo Ventures Limited

July 15, 2022

License and Distribution Agreement, dated September 1, 2023, by and between Quoin Pharmaceuticals Inc.

and Farma Mondo

September 13, 2023

Research Agreement, dated November 1, 2021, by and between Quoin Pharmaceuticals, Inc.

and Queensland University of Technology

November 23, 2021

Research Agreement, dated May 20, 2022, by and between Quoin Pharmaceuticals, Inc.

and Queensland University of Technology, Australia

Code of Ethics

(incorporated by reference to Exhibit 14.1 to Form 10-K filed with the SEC on March 15, 2023).

March 15, 2023

Quoin Pharmaceuticals Ltd.

Insider Trading Policy

Subsidiaries of Registrant (incorporated by reference to Exhibit 8.1 to Form 20-F filed with the SEC on April 13, 2022).

Consent of Marcum LLP, Certified Public Accountants

March 13, 2025

Subsidiaries of Registrant

Consent of CBIZ CPAs P.C., Certified Public Accountants

Consent of Marcum LLP

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.

2 unchanged sentences

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Clawback Policy (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the SEC on March 14, 2024).

Information formatted in Inline Extensible Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

Clawback Policy

March 14, 2024

Information formatted Inline XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Other Comprehensive Loss, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

* Filed herewith

# Indicates management contract or compensatory plan or arrangement.

9 unchanged sentences

Chairman and Chief Executive Officer

March 13, 2025

Michael Myers

(Principal Executive Officer)

/s/ Gordon Dunn

March 26, 2026

/s/ Sally Lawlor

Chief Financial Officer

21 unchanged sentences

QUOIN PHARMACEUTICALS LTD.

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:

Marcum LLP # 688 )

Report of Independent Registered Public Accounting Firm CBIZ CPAs P.C.

(PCAOB Auditor Firm ID:

Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB Firm ID:

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations a nd Other Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Quoin Pharmaceuticals Ltd.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Quoin Pharmaceuticals Ltd.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations and other comprehensive loss, shareholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

2 unchanged sentences

We determined that there are no critical audit matters.

/s/ CBIZ CPAS P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2020 (such date takes into account the acquisition of certain assets of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Morristown, New Jersey

March 26, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Quoin Pharmaceuticals Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Quoin Pharmaceuticals Ltd.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our provides a reasonable basis for our opinion.

/s/ MARCUM LLP

We have served as the Company’s auditor since 2020

We have served as the Company’s auditor from 2020 to 2025.

Morristown, New Jersey

19 unchanged sentences

Shareholders’ equity:

Ordinary shares, no par value per share, 100,000,000 ordinary shares authorized at December 31, 2024 and December 31, 2023, respectively - 8,948,164 ( 8,948,164 ADS’s) ordinary shares issued and outstanding at December 31, 2024 and 987,220 ( 987,220 ADS’s) at December 31, 2023

Ordinary shares, no par value per share, 5,000,000,000 and 100,000,000 ordinary shares authorized at December 31, 2025 and December 31, 2024, respectively - 52,441,360 ( 1,498,325 ADS’s) ordinary shares issued and outstanding at December 31, 2025 and 8,948,164 ( 255,661 ADS’s) ordinary shares issued and outstanding at December 31, 2024

Accumulated other comprehensive loss

Additional paid in capital

6 unchanged sentences

QUOIN PHARMACEUTICALS LTD.

Consolidated Statements of Operations

Consolidated Statements of Operations and Other Comprehensive Loss

Years Ended December 31,

4 unchanged sentences

Other (income) and expenses

Unrealized (gain) loss

Unrealized gain

Realized and accrued interest income

2 unchanged sentences

( 8,962,472 )

Other comprehensive loss

Foreign currency translation

Total other comprehensive loss

Comprehensive loss

( 15,805,268 )

( 8,962,472 )

Fully-diluted

5 unchanged sentences

Years Ended December 31, 2025 and 2024

comprehensive

Balance at December 31, 2023

2 unchanged sentences

( 8,962,472 )

( 8,686,573 )

Stock based compensation

Retirement of Treasury Stock

( 2,932,000 )

Issuance of ADS and Pre-Funded Warrants, net

Issuance of ADS and Pre-Funded Warrants

Balance at December 31, 2024

3 unchanged sentences

Stock based compensation

Issuance of ADS and Pre-Funded Warrants - March 7, 2024, net

Issuance of ADS and Pre-Funded Warrants - December 23, 2024, net

Issuance of ADS and Pre-Funded Warrants, net

Exercise of Warrants, net

Exercise of Pre-Funded Warrants

Foreign currency adjustment

Balance at December 31, 2025

9 unchanged sentences

Amortization of intangibles

Asset impairment

Unrealized gain and accrued interest on investments

Realized and unrealized gain and accrued interest on investments

Changes in assets and liabilities:

Decrease in accounts payable and accrued expenses

(Increase) decrease in prepaid expenses and other assets

Increase (decrease) in accounts payable and accrued expenses

Decrease in prepaid expenses and other assets

Net cash used in operating activities

1 unchanged sentence

( 7,857,309 )

Cash flows provided (used in) investing activities:

Cash flows provided by investing activities:

Purchase of investments

1 unchanged sentence

( 17,254,282 )

Proceeds from maturity of investments

Net cash provided (used in) investing activities

Proceeds from redemption of investments

Net cash used by investing activities

( 4,277,775 )

Cash flows provided by financing activities:

Payments of deferred financing costs

( 1,888,282 )

Cash flows (used in) provided by financing activities:

Payment of amounts due to officers

1 unchanged sentence

Net cash provided by financing activities

Effect of foreign exchange rate on changes on cash

Net change in cash and cash equivalents:

13 unchanged sentences

was incorporated in Delaware on March 5, 2018.

is the holding company for Quoin Therapeutics Ireland Limited (“Quoin Ireland”), an Irish private company limited by shares.

Quoin Ireland was incorporated in Ireland on November 26, 2024.

On October 28, 2021, Cellect completed the business combination with Quoin Inc., with Quoin Inc.

1 unchanged sentence

Immediately after completion of the Merger, Cellect changed its name to “Quoin Pharmaceuticals Ltd.”

The Company is a late-stage clinical specialty pharmaceutical company focused on the development and commercialization of therapeutic products that treat rare and orphan diseases for which there are currently very limited or no approved treatments or cures.

The Company’s initial focus is on the development of products, using the Company’s proprietary owned and in-licensed drug delivery technologies, that could help address rare genetic diseases.

Effective April 9, 2025, the ratio of American Depositary Shares (“ADSs”) evidencing ordinary shares changed from 1 ADS representing one (1) ordinary share to 1 ADS representing thirty-five ( 35 ) ordinary shares (the “Ratio Change”), which resulted in a 1 for 35 reverse split of the issued and outstanding ADSs (the “Reverse Split”).

Our Ordinary Shares were not affected by this adjustment.

Except as specifically provided, ADSs and related option, warrant, purchase price and exercise price information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the Ratio Change and the Reverse Split.

The Company’s lead product, QRX003, is under clinical development as a potential treatment for Netherton Syndrome (“NS”), a rare hereditary genetic disease.

QRX003 is currently being tested in three regulatory clinical studies under an open Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”).

The Company has opened five clinical sites in the United States (“US”) and intend to open a sixth clinical site at Northwestern University.

The Company is expanding its trials internationally into the Middle East, the United Kingdom and additional countries in Europe, including Spain and Germany.

QRX003 is currently being tested in a pediatric NS patient at the Children’s Hospital in Dublin, Ireland and the Company intends to expand this study to include additional children with NS in Spain, the United Kingdom and potentially other countries.

QRX003 is entering pivotal registrational clinical testing under an open Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”).

The Company has opened six clinical sites in the United States (“US”) along with international sites that are being opened in the UK, Spain, France and the Netherlands.

QRX003 is currently being tested in seven pediatric NS patients in investigator-initiated studies in Ireland, Austria, the Netherlands and New Zealand.

QRX003 is also being developed as a potential treatment for Peeling Skin Syndrome with the first subject being treated in New Zealand.

In addition, the Company entered into two separate Research Agreements with the Queensland University of Technology (“QUT”), under which the Company has obtained an option for global licenses to QRX007 for the potential treatment of NS and QRX008 for the potential treatment of scleroderma, as well as a Research Agreement with the University College Cork (“UCC”) for the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases.

The Company is initiating the development of novel topical formulations of rapamycin using its in-licensed technology as potential treatments for microcystic lymphatic malformations, venous malformations and angifibromas.

Other development products in the Company’s pipeline include QRX004 as a potential treatment for Recessive Dystrophic Epidermolysis Bullosa (“RDEB”).

To date, no products have been commercialized and no revenue has been generated.

The company is in the process of expanding this study to include up to an additional five pediatric subjects.

The Company has entered into a Research Agreement with the Queensland University of Technology (“QUT”) in Australia, under which the Company has obtained an option for a global license to QRX008 for the potential treatment of scleroderma, as well as a Research Agreement with The School of Pharmacy at University College Cork (“UCC”) for the development of novel topical formulations of rapamycin (sirolimus) as potential treatments for a number of rare and orphan diseases for which there are either limited or no approved therapies or cures, including microcystic lymphatic malformations, venous malformations and angiofibromas among others.

Quoin has also entered into 9 commercial partnerships for QRX003 spanning 61 countries outside of its core commercial territories of the US, Western Europe and Japan.

These partnership countries include Canada, Australia/New Zealand, the Middle East, China, Taiwan, Hong Kong, Singapore, Israel, Central and Eastern Europe, Turkey as well as several countries in Latin America.

To date, no products have been commercialized and no revenue has been generated by the Company.

NOTE 2 - LIQUIDITY RISKS AND OTHER UNCERTAINTIES

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S.

GAAP”) assuming the Company will continue as a going concern.

The Company has incurred net losses every year since inception and has an accumulated deficit of approximately $ 71.0 million at December 31, 2025.

The Company has historically funded its operations through debt and equity financings.

The Company has a limited operating history and has historically funded its operations through its founders’ funding expenditures and debt and equity financings.

At December 31, 2025, the Company had cash balances totaling $ 3.8 million and investments of $ 14.9 million.

The Company believes that it has sufficient cash and liquidity to effect its business plan for at least one year from the issuance of these consolidated financial statements.

Additional financing will still be required to complete the research and development of the Company’s therapeutic targets and its other operating requirements until it achieves commercial profitability, if ever.

Such financing may not be available at acceptable terms, if at all.

If the Company is unable to obtain additional funding when it becomes necessary, the development of its product candidates will be impacted and the Company would likely be forced to delay, reduce, or terminate some or all of its development programs, all of which could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to obtain additional funding.

There can be no assurance that such funding will be available in sufficient amounts or on terms acceptable to the Company.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Based upon the Company’s current business plans and cash, cash equivalents and investments on hand, management has concluded that there is substantial doubt about our ability to continue as a going concern for a period of at least one year from the issuance of the audited consolidated financial statements.

In order to address the Company’s capital needs, the Company intends to consider multiple alternatives, including, but not limited to, the sale of additional equity or debt securities or other debt instruments, collaborative, strategic,

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

and/or licensing transactions or grants to support our future operations.

We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain marketing approval for one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty The Company will need to obtain further funding through public or private offerings of its capital stock, debt financing, pursuant to the exercise of warrants issued to investors in the Company’s prior public and private offerings, collaboration, strategic and/or licensing arrangements or other sources in order to complete the research and development of the Company’s product candidates and to fund the Company’s other operating requirements until it achieves commercial profitability, if ever.

However, the Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.

In addition, any exercise of the Company’s outstanding warrants is at the discretion of the warrant holders and is dependent, in part, upon the market price of the Company’s ADSs.

There can be no assurance that any of the Company’s outstanding warrants will ever be in-the-money prior to their expiration and, as such, the Company’s outstanding warrants may expire without being exercised.

Other risks and uncertainties:

The Company is subject to risks common to development stage biopharmaceutical companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, pre-clinical and clinical trial outcome risks, regulatory approval risks, uncertainty of market acceptance and additional financing requirements.

The Company is subject to risks common to late-stage clinical specialty pharmaceutical companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, pre-clinical and clinical trial outcome risks, regulatory approval risks, uncertainty of market acceptance and additional financing requirements.

The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States.

1 unchanged sentence

Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed.

The Company is also dependent on several third party suppliers, in some cases a single source supplier including the contract research organization managing both of the Company’s current clinical studies, the supplier of the active pharmaceutical ingredient (API), as well as the contract manufacturer of the drug product for clinical development.

On April 29, 2024, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying the Company that for the preceding 31 consecutive business days (March 14, 2024 through April 26, 2024), the Company’s ADSs did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per ADS as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a compliance period of 180 calendar days, or until October 28, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

On October 16, 2024, the Company submitted a letter to Nasdaq requesting an additional 180-day grace period to regain compliance with the Minimum Bid Price Requirement.

On October 29, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq granting the Company an additional 180 calendar day grace period, or until April 28, 2025, to regain compliance.

The Staff’s determination in granting the Company the extension was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse split, if necessary.

Compliance may be achieved without further action if the closing bid price of the Company’s ADS is at or above $ 1.00 for a minimum of ten consecutive business days at any time during the second compliance period, in which case Nasdaq will notify the Company if it determines the Company is in compliance and the matter will be closed;

however Nasdaq could require the closing bid price to equal or to exceed the $ 1.00 minimum bid price requirement for more than 10 consecutive business days before determining that the Company complies.

If compliance cannot be demonstrated by April 28, 2025, the Staff will provide written notification that the Company’s securities will be delisted.

At that time, the Company may appeal the Staff’s determination to a Hearings Panel.

If the Company cannot regain compliance with the Minimum Bid Price Requirement or if the Company otherwise fails to meet any of Nasdaq’s listing standards, the Company’s ADSs will be subject to delisting.

If that were to occur, the Company’s ADSs would be subject to rules that impose additional sales practice requirements on broker-dealers who sell the Company’s securities.

The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in the Company’s ADSs.

This would adversely affect the ability of investors to trade the Company’s ADSs and would adversely affect the value of the Company’s ADSs.

Delisting from Nasdaq would cause the Company to pursue eligibility for trading of the Company’s ADSs on other markets or exchanges, or on an over-the-counter market.

In such case, the Company’s stockholders’ ability to trade or obtain quotations of the market value of the Company’s ADSs would be severely limited because of lower trading volumes and transaction delays.

These factors could contribute to lower prices and larger spreads in the bid and ask prices of these securities.

There can be no assurance that the Company’s ADSs, if delisted from the Nasdaq, would be listed on a national securities exchange, a national quotation service or the over-the-counter markets.

Delisting from the Nasdaq could also result in negative publicity, adversely affect the market liquidity of the Company’s ADSs, decrease securities analysts’ coverage of the Company or diminish investor, supplier and employee confidence.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

The accompanying consolidated financial statements have been prepared in accordance with U.S.

GAAP, which have been consistently applied.

All intercompany accounts and transactions have been eliminated in consolidation.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of Quoin Pharmaceuticals Ltd.

and its wholly owned subsidiary.

All intercompany transactions and balances are eliminated in consolidation.

The functional currency of Quoin Ireland, a wholly-owned subsidiary of the Company, is remeasured into U.S.

dollars using the exchange rate in effect at the consolidated balance sheet date.

The Company translates the assets and liabilities of its Ireland subsidiary into the United States dollar at the exchange rate in effect on the balance sheet date and those unrealized gains and losses are reported in other comprehensive income.

Expenses are remeasured using the average exchange rate in effect during the period.

Gains and losses arising from remeasurement of the wholly owned subsidiary’s financial statements are included in the determination of net loss.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Use of Estimates:

17 unchanged sentences

GAAP and determined that such warrants meet the criteria for equity classification in the accompanying consolidated balance sheets as of December 31, 2025 and December 31, 2024, respectively.

Investments as of December 31, 2024 and 2023 consist of U.S.

Investments as of December 31, 2025 and 2024 consist primarily of U.S.

Treasury Bills and Notes, which are classified as trading securities, totaling $ 14.9 million and $ 10.4 million, respectively.

The amount as of December 31, 2025 also includes $ 0.2 million held as cash equivalents.

The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date.

All of the Company’s U.S.

Treasury Bills and Notes held on December 31, 2024 have maturities within fifteen months from the balance sheet date.

Treasury Bills and Notes held on December 31, 2025 have maturities within twelve months from the balance sheet date.

As of December 31, 2025, the carrying value of the Company’s U.S.

Treasury Bills and Notes approximates their fair value due to their short-term maturities.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Long-lived assets:

1 unchanged sentence

Such intangible assets are being amortized on a straight-line basis over their expected useful life of 10 years .

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The Company assesses the impairment for long-lived assets whenever events or circumstances indicate the carrying value may not be recoverable.

6 unchanged sentences

Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

During the year ended December 31, 2024, there were no impairment indicators which required an impairment loss measurement.

During the year ended December 31, 2023 there was one impairment indicator which required an impairment loss measurement (see Note 10).

During the years ended December 31, 2025 and 2024, there were no impairment indicators which required an impairment loss measurement.

Operating Segment:

14 unchanged sentences

Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Income taxes:

2 unchanged sentences

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

5 unchanged sentences

The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award.

The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures.

The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model.

The Company accounts for forfeitures as they occur.

The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

15 unchanged sentences

The calculation of diluted net earnings (loss) per share gives effect to ordinary shares equivalents;

however, potential shares are excluded if their effect is anti-dilutive.

however, other than unexercised prefunded warrants as described below, potential shares are excluded if their effect is anti-dilutive.

For the year ended December 31, 2025, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 8,931,650 ADS and outstanding stock options to purchase 215,957 ADS.

For the year ended December 31, 2024, the number of shares excluded from the diluted net earnings (loss) per share included outstanding warrants to purchase 1,120,301 ADS and outstanding stock options to purchase 55,541 ADS.

The inclusion of these warrants and stock options for both 2024 and 2023

The inclusion of these warrants and stock options for both 2025 and 2024 in the denominator would be anti-dilutive.

For the years ended December 31, 2025 and December 31, 2024 basic and diluted net earnings (loss) per share included 1,309,591 ADS and 320,362 ADS respectively issuable with respect to unexercised prefunded warrants (See Note 13).

QUOIN PHARMACEUTICALS LTD.

1 unchanged sentence

December 31, 2025 and 2024

in the denominator would be anti-dilutive.

For the year ended December 31, 2024 basic and diluted net earnings (loss) per share included 11,212,666 ADS issuable with respect to unexercised prefunded warrants (See Note 13).

Recent Accounting Pronouncements:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

Refer to segment reporting above in (Note 2).

In December 2023, the FASB issued ASU No.

3 unchanged sentences

The Company adopted ASU No.

2023-09 effective January 1, 2025, while the new standard does require further disaggregation of the income tax footnote, the Company currently does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.

2023-09 prospectively effective January 1, 2025 (See Note14).

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The amendments in this update provide clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270.

The amendments also provide additional guidance for reporting material events occurring after the most recent annual period.

The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively.

Early adoption is permitted.

The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

NOTE 4 – ACCRUED INTEREST AND FINANCING EXPENSE

17 unchanged sentences

and model-derived valuations inputs of which are observable and can be corroborated by market data.

Unobservable inputs and assumptions that are supported by little or no market activity and that are significant to the fair value of the asset and liability.

The fair value hierarchy gives the lowest priority to Level 3 inputs.

QUOIN PHARMACEUTICALS LTD.

1 unchanged sentence

December 31, 2025 and 2024

Unobservable inputs and assumptions that are supported by little or no market activity and that are significant to the fair value of the asset and liability.

The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining the appropriate hierarchy levels, the Company analyzes the assets and liabilities that are subject to fair value disclosure.

3 unchanged sentences

US Treasury Bills and Notes

Total US Treasury Bills and Notes Asset

December 31, 2024

3 unchanged sentences

In March 2022, the Board of Directors of the Company approved the Amended and Restated Equity Incentive Plan which was approved by the shareholders at the Company’s Annual General Meeting of Shareholders held on April 12, 2022 (the “Amended Plan”).

The Amended Plan increased the number of ordinary shares reserved for issuance under such equity incentive plan to 15 % of the Company’s outstanding ordinary shares on a fully-diluted basis, or 319,397 ordinary shares represented by 319,397 ADSs as of December 31, 2023, and 9,197,277 ordinary shares represented by 9,197,277 ADSs as of December 31, 2024.

Under the Amended Plan, the Company may grant options to its directors, officers, employees, consultants, advisers and service providers.

As of the year ended December 31, 2024 7,253,490 shares remained available for issuance.

The following table summarizes stock-based activities under the Amended Plan:

The Amended Plan increased the number of ordinary shares reserved for issuance under such equity incentive plan to 15 % of the Company’s outstanding ordinary shares on a fully-diluted basis, or 9,197,277 ordinary shares represented by 262,779 ADSs as of December 31, 2024.

Under the Amended Plan, the Company could grant options to its directors, officers, employees, consultants, advisers and service providers.

As of the year ended December 31, 2025 200,627 options are outstanding under the Amended Plan and following approval of the 2025 Equity Incentive Plan, no shares are available for issuance under the Amended Plan.

On August 21, 2025, at our 2025 Annual General Meeting of Shareholders, our shareholders approved the Quoin Pharmaceuticals Ltd.

2025 Equity Incentive Plan (the “2025 Plan”) and authorized the issuance pursuant to the 2025 Plan of up to 3,000,000 Ordinary Shares represented by 85,714 ADSs, subject to an automatic annual increase equal to the smaller of (a) fifteen percent ( 15 %) of the number of Ordinary Shares issued and outstanding on a fully diluted basis on the immediately preceding December 31, or (b) an amount determined by our Board of Directors.

The 2025 Plan supersedes the Amended Plan.

As of the year ended December 31, 2025, 2,463,450 shares represented by 70,384 ADSs are available for issuance under the 2025 Plan.

The following table summarizes stock-based activities under the Amended & 2025 Plans:

ADS Underlying

3 unchanged sentences

Exercisable options at December 31, 2025

The intrinsic value of outstanding options at December 31, 2024 was $ 0 .

The intrinsic value of outstanding options at December 31, 2025 was $ 0.8 million.

QUOIN PHARMACEUTICALS LTD.

7 unchanged sentences

Exercise Price

Fair value of common stock

Fair value of stock

Estimate fair value of option

7 unchanged sentences

Prepaid expense

Deferred offering costs (note 13)

Short-term portion

( 1,261,974 )

Long-term portion

4 unchanged sentences

Payroll taxes (note 11)

Accrued severance

Professional fees

4 unchanged sentences

NOTE 9 –IN-LICENSED TECHNOLOGY

Polytherapeutics:

In March 2018, Quoin Inc.

entered into a securities purchase agreement (the “Acquisition Agreement”), in which it agreed to acquire all of the equity interests in Polytherapeutics, Inc.

(the “Seller” or “Polytherapeutics”) for $ 40,833 and future royalties provided Quoin Inc.

commercializes products using the technology developed by the Seller.

As of December 31, 2023 the Company determined that the Polytherapeutics asset was no longer of use and reduced the carrying value to zero, see Note 10.

There were no royalty obligations due at December 31, 2024 and December 31, 2023.

In October 2019, Quoin Inc.

13 unchanged sentences

The Company recorded amortization expense of approximately $ 100,000 and $ 100,000 in the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2023 the Company determined that the Polytherapeutics asset was no longer of use and reduced the carrying value to zero, which resulted in an impairment expense of approximately $ 18,000 recorded in research and development expenses in the year ended December 31, 2023.

The annual amortization expense expected to be recorded for existing intangible assets for the years 2026 through 2029, is approximately $ 100,000 , $ 100,000 , $ 100,000 and $ 83,000 , respectively.

15 unchanged sentences

The Company repaid $ 300,000 and $ 300,000 of such indebtedness to Dr.

Myers and $ 300,000 and $ 300,000 to

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Myers and $ 300,000 and $ 300,000 to Ms.

Carter in the year ending December 31, 2025 and 2024, respectively.

6 unchanged sentences

Long-term portion

Insider Participation in December 2024 Offering:

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Insider Participation in October 2025 and December 2024 Offering:

Interest Payable:

4 unchanged sentences

entered into a Master Service Agreement with Therapeutics Inc.

for the management of the preclinical and clinical development of QRX003 for Netherton Syndrome.

for the management of the pre - clinical and clinical development of QRX003 for Netherton Syndrome.

The initial term of the agreement was three years with automatic one year extensions, and the agreement required the execution of individual work orders.

5 unchanged sentences

During the year ended December 31, 2024, the Company received a credit of approximately $ 83,000 applied to prior expenses incurred during the period of January 2024 to March 2024.

During the year ended December 31, 2023, the Company received a credit of approximately $ 278,000 applied to prior expenses incurred during the period of March 2023 to July 2023.

In November 2021, the Company entered into a research agreement with Queensland University of Technology (“QUT”) for a pre-clinical research program for the development of a product to treat Netherton Syndrome of approximately $ 250,000 .

1 unchanged sentence

Each agreement remains in place until the completion of the research program, which in each case was initially anticipated to be 18 months from execution.

For the years December 31, 2024 and 2023, the Company incurred research and development costs related to these agreements of approximately $ 0 and $ 361,000 respectively.

For the years December 31, 2025 and 2024, the Company incurred de-minimis research and development costs related to these agreements.

In July 2025 the Company announced that, in light of the expected near-term completion of the QRX003 clinical program for Netherton Syndrome, the Company has discontinued Netherton Syndrome research program with QUT.

The Company is planning to schedule a meeting with QUT to discuss the future direction of the Scleroderma research program.

On June 10, 2024, the Company signed a research agreement with The School of Pharmacy at University College Cork, Ireland (“UCC”).

2 unchanged sentences

Following completion of the research program, the Company will have the option to advance the clinical development of rapamycin formulations developed by UCC.

Work on this research project commenced in December 2024.

For the year ended December 31, 2025 and December 31, 2024, the Company incurred a research and development expense under these agreements of approximately $ 0.3 million and de-minimis, respectively.

Performance milestones and Royalties

See Note 9 for asset and in-licensed technology commitments.

QUOIN PHARMACEUTICALS LTD.

1 unchanged sentence

December 31, 2025 and 2024

on this research project commenced in December 2024 and the Company accrued $ 10,000 in research and development costs for the year ended December 31, 2024.

Performance milestones and Royalties

See Note 9 for asset and in-licensed technology commitments.

NOTE 13 – SHAREHOLDERS’ EQUITY

As of December 31, 2024, the authorized share capital of the Company was 100,000,000 ordinary shares, no par value, with each ADS representing one ordinary share.

As of December 31, 2025, the authorized share capital of the Company was 5,000,000,000 ordinary shares, no par value, with each ADS representing thirty-five ordinary shares.

Each holder of an ordinary share is entitled to one vote per share held on all matters submitted to a vote of shareholders at each shareholders meeting.

1 unchanged sentence

Unless stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions shall be approved by a simple majority vote.

In November 2023 the company retired 45 ordinary shares of treasury stock.

Under Israeli law, the Company may declare and pay dividends only if, upon the determination of its board of directors, there is no reasonable concern that the distribution will prevent the Company from being able to meet the terms of its existing and foreseeable obligations as they become due.

2 unchanged sentences

The court may approve the Company’s request if it determines that there is no reasonable concern that the payment of a dividend will prevent the Company from satisfying existing and foreseeable obligations as they become due.

2023 Public Offering

On February 24, 2023 (the “2023 Closing Date”), the Company completed an offering (the “2023 Offering”) of 412,500 ordinary shares represented by 412,500 ADSs at a purchase price of $ 12.00 per ADS and a pre-funded warrant (the “2023 Pre-Funded Warrant”) to purchase 170,833 ordinary shares represented by 170,833 ADSs at a per pre-funded warrant price of $ 11.9988 , with each ADS and 2023 Pre-Funded Warrant accompanied by an ordinary warrant (the “2023 Ordinary Warrant”) for aggregate gross proceeds of $ 7.0 million, resulting in net proceeds of approximately $ 5.8 million, after deducting the placement agent’s fees and offering expenses paid by us, and excluding the proceeds, if any, from the subsequent exercise of the 2023 Ordinary Warrants.

Each Ordinary Warrant has an exercise price of $ 12.00 per ADS and expires on the fifth anniversary of the 2023 Closing Date.

On the 2023 Closing Date, the holder of the 2023 Pre-Funded Warrant exercised its Pre-Funded Warrant in full.

In connection with the 2023 Offering, the Company entered into an Amendment No.

1 to Warrant to Purchase Ordinary Shares Represented by American Depositary Shares, dated February 24, 2023 (collectively, the “2023 Warrant Amendments”), with each of the purchasers (the “2022 Purchasers”) who participated in both the Company’s August 2022 public offering (the “2022 Offering”) and the 2023 Offering.

The 2023 Warrant Amendments amended certain terms of the ordinary warrants issued in the 2022 Offering to such 2022 Purchasers.

Specifically, the 2023 Warrant Amendments reduced the exercise price of warrants to purchase 236,670 ADSs out of the total 280,000 issued in the 2022 Offering from $ 60.00 to $ 13.20 and extended the term during which those warrants could remain exercisable until February 24, 2028.

The incremental fair value of the modified warrants was approximately $ 238,000 , which was accounted for as an offering expense in connection with the 2023 Offering.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Alumni Equity Line and Purchase Agreement

10 unchanged sentences

In connection with each of the March 2024 Offering and the December 2024 Offering, the Company agreed not to sell any ADSs to Alumni under the Alumni Purchase Agreement for a period of 180 days from the closing date of such Offering, see below.

Per mutual agreement between the parties, the Company has not filed the required registration statement or sold any ADS to Alumni under the Alumni Purchase Agreement.

Per mutual agreement between the parties, the Company has not filed the required registration statement or sold any ADS to Alumni under the

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Alumni Purchase Agreement.

The Company is restricted from selling ADSs under the Alumni Purchase Agreement for 180 days from the closing of the December 2024 Offering (see below).

4 unchanged sentences

The ADSs and accompanying Series D Warrants and Series E Warrants were sold at a combined public offering price of $ 56 and the March 2024 Pre-Funded Warrants and accompanying Series D Warrants and Series E Warrants were sold at a combined public offering price of $ 55.9965 , which is equal to the combined purchase price per ADS and accompanying Series D Warrants and Series E Warrants, minus the exercise price of each March 2024 Pre-Funded Warrant of $ 0.0035 .

The Series D Warrants

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

and Series E Warrants have an exercise price of $ 1.60 per share, were exercisable immediately following the closing of the March 2024 Offering and expire in two years and five years , respectively, from the closing of the March 2024 Offering.

The Series D Warrants and Series E Warrants have an exercise price of $ 56 per share, were exercisable immediately following the closing of the March 2024 Offering and expire in two years and five years , respectively, from the closing of the March 2024 Offering.

On March 7, 2024, the Company also entered into privately negotiated agreements with the holders of certain existing outstanding warrants to purchase up to 18,252 ADSs to, among other things, reduce the exercise price of such warrants to $ 56 and to extend the expiration date of such warrants until March 7, 2029.

8 unchanged sentences

Pursuant to the terms of each of the 2024 Purchase Agreements, the Company agreed, subject to certain exceptions, (i) to not enter into variable rate financings for a period of 180 days following the closing of such 2024 Offering, and (ii) to not enter into any equity financings for 90 days from closing of such 2024 Offering.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Certain of the Company’s officers and directors purchased an aggregate of 38,095 ADSs and accompanying December 2024 Warrants to purchase 76,190 ADSs, for a total purchase price of approximately $ 600,000 , at the public offering price and on the same terms as the other purchasers in the December 2024 Offering.

1 unchanged sentence

The incremental fair value of the modified warrants was approximately $ 1.5 million, which was accounted for as an offering expense in connection with the December 2024 Offering.

October 2025 Private Placement

On October 10, 2025, the Company entered into the a securities purchase agreement (the “October 2025 Purchase Agreement”) with several institutional and accredited investors (the “October Purchasers”) relating to the issuance and sale in a private placement transaction (the “October 2025 Private Placement”) of (i) 530,320 ordinary shares represented by 15,152 ADSs and (ii) pre-funded warrants to purchase 69,787,865 ordinary shares represented by 1,993,939 ADSs (the “October 2025 Pre-Funded Warrants”), together with (A) Series H Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series H Warrants”), (B) Series I Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series I Warrants”), (C) Series J Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series J Warrants”), and (D) Series K Warrants to purchase 70,318,185 ordinary shares represented by up to 2,009,091 ADSs (“Series K Warrants” and, together with the Series H Warrants, Series I Warrants, and Series J Warrants, the “October 2025 Ordinary Warrants”).

The October 2025 Private Placement closed on October 14, 2025 (the “October 2025 Closing Date”).

Beneficial ownership limitation .

A holder of the October 2025 Pre-Funded Warrants or October 2025 Ordinary Warrants may not exercise any portion of such October 2025 Pre-Funded Warrants or October 2025 Ordinary Warrants for ADSs to the extent that the holder, together with its affiliates, would beneficially own more than 4.99 % of the number of ordinary shares outstanding immediately after giving effect to the issuance of the ordinary shares represented by the ADSs issuable upon exercise of the applicable warrant.

October 2025 Pre-Funded Warrants .

The October 2025 Pre-Funded Warrants have an exercise price of $ 0.0001 per ADS.

The October 2025 Pre-Funded Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above) and will not expire until exercised in full.

In addition, the October 2025 Pre-Funded Warrants may be exercised, in whole or in part, any time after issuance by means of a cashless exercise.

October 2025 Ordinary Warrants .

The October 2025 Ordinary Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above).

The Series H Warrants have an exercise price of $ 9.075 per ADS and, pursuant to the terms of the Series H Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement that we have received Type C meeting minutes from the FDA indicating openness to baseline-controlled pivotal studies for QRX003 for the treatment of Netherton Syndrome.

Upon receipt of Type C meeting minutes from the FDA, the Company, in March 2026, determined that the Series H Warrants will remain exercisable until five (5) years from the October 2025 Closing Date.The Series I Warrants have an exercise price of $ 10.3125 per ADS and, pursuant to the terms of the Series I Warrants, may be exercised as follows:

(i) 50 % of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the October 2025 Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the monotherapy pivotal trial of QRX003 for the treatment of Netherton Syndrome, and (ii) 50 % of the Series I Warrants may be exercised until the earlier of (A) five (5) years from the October 2025 Closing Date or (B) 30 days after the public announcement that the primary endpoint has been met in the adjuvant pivotal trial of QRX003 for the treatment of Netherton Syndrome.

The Series J Warrants have an exercise price of $ 12.375 per ADS and, pursuant to the terms of the Series J Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement of the receipt of either accelerated or traditional approval by the FDA of QRX003 for the treatment of Netherton Syndrome.

The Series K Warrants have an exercise price of $ 12.375 per ADS and, pursuant to the terms of the Series K Warrants, such warrants may be exercised until the earlier of (i) five (5) years from the October 2025 Closing Date or (ii) 30 days after the public announcement of the sale of a Priority Review Voucher (PRV).

QUOIN PHARMACEUTICALS LTD.

1 unchanged sentence

December 31, 2025 and 2024

Dennis Langer, one of the Company’s directors, participated in the October 2025 Private Placement.

Langer purchased 530,320 ordinary shares represented by 15,152 ADSs and accompanying October 2025 Ordinary Warrants for a total purchase price of approximately $ 128,641 , at a combined purchase price of $ 8.49 per ADS and accompanying October 2025 Ordinary Warrants.

The Company received upfront net proceeds of approximately $ 14.9 million from the October 2025 Private Placement, after deducting estimated offering expenses payable by us, including placement agent fees and expenses.

Maxim Group LLC served as the exclusive placement agent in connection with the October 2025 Private Placement and was paid (i) a cash fee equal to 7.0 % of the aggregate gross proceeds of the October 2025 Private Placement (excluding the securities purchased by Mr.

Langer, for which no cash fee was received), and (ii) up to $ 75,000 for legal fees and other out-of-pocket expenses.

During 2025, the Company also received approximately $ 3.5 million from the exercise of warrants.

The following table summarizes warrant activities during the year ended December 31, 2024 and the year ended December 31, 2025:

Exercise Price

Outstanding at December 31, 2022

Granted Common Warrants

ADSs Underlying

Average Exercise

Price Per ADS

Outstanding and exercisable at December 31, 2023

Granted Warrants

Granted Pre-Funded Warrants

1 unchanged sentence

Outstanding and exercisable at December 31, 2024

Granted Common Warrants

Granted Warrants

Granted Pre-Funded Warrants

Exercised Warrants

Exercised Pre-Funded Warrants

1 unchanged sentence

Outstanding and exercisable at December 31, 2025

* Note that the exercise price of certain Ordinary Warrants issued in the Company’s 2022 Offering were reduced from $ 60.00 to $ 13.20 per ADS for investors who participated in the 2023 Offering, see above.

* Note that the exercise price of certain ordinary warrants issued in the Company’s 2022 Offering and 2023 Offering were reduced from $ 462.00 to $ 56.00 per ADS for investors who participated in the March 2024 Offering, and the exercise price of certain ordinary warrants issued in the 2022 Offering, 2023 Offering and March 2024 Offering were reduced from $ 56.00 to $ 15.75 per ADS for certain investors who participated in the December 2024 Offering, see above.

1 unchanged sentence

NOTE 14 – INCOME TAXES

The Company’s U.S.

and foreign loss before income taxes are set forth below:

United States

( 15,722,913 )

( 8,962,472 )

Income before income taxes

( 15,804,655 )

( 8,962,472 )

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Income tax expense differed from the amounts computed by applying the U.S.

Federal statutory income tax rate to income (loss) before income taxes, as presented in conformity with ASU 2023-09 as follows:

Year Ended December 31, 2025

Book earnings (loss) before taxes

( 15,804,655 )

Federal Statutory Tax Rate

( 3,318,978 )

State & Local Income Taxes, Net of Federal Income Tax Effect

Foreign Tax Effects

Change in Foreign Valuation Allowance

Foreign Rate Differential

Effect of Cross-Border Tax Laws

Research and development tax credits

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Changes in Unrecognized Tax Benefits

Other Adjustments

Effective Tax Rate

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2025 and December 31, 2024 are as follows:

(table in thousands)

Net operating losses

Accrued Expenses and Other

R&D Credit Carryforward

Stock Compensation

R&D Capitalization

Intangible Assets

Accrued Expenses

Stock Based Compensation

Research & Development

Unrealized Exchange Gain/Loss

Net Operating Loss

Foreign Operating Loss

Total gross deferred tax assets/(liabilities)

Less valuation allowance

( 12,014,660 )

( 8,468,983 )

Net deferred tax assets/(liabilities)

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

The income tax benefit for the years ended December 31, 2024 and December 31, 2023 differed from the amounts computed by applying the U.S.

The income tax benefit for the years ended December 31, 2024 as presented in conformity with ASU 2023-09 as follows, differed from the amounts computed by applying the U.S.

federal income tax rate of 21 % to loss before tax benefit as a result of nondeductible expenses, tax credits generated, utilization of net operating loss carryforwards, and increases in the Company’s valuation allowance.

(table in thousands)

Federal Statutory Rate

( 1,893,000 )

Permanent Differences

5 unchanged sentences

Effective Tax

A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of $ 8,468,000 and $ 6,216,000 at December 31, 2024 and December 31, 2023 were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized.

At December 31, 2024 and 2023, the Company had gross U.S.

Federal income tax net operating loss (“NOL”) carryforward of approximately $ 22,891,000 and $ 17,891,000 , respectively that may be used to offset future taxable income.

The NOL was generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act.

The company also had gross $ 22,891,000 of state net operating losses that will carry forward indefinitely.

At December 31, 2024, the Company had approximately $ 353,000 of federal Research and Development (R&D) tax credit carry-forwards.

If not utilized, the federal R&D credits will begin to expire in 2042.

QUOIN PHARMACEUTICALS LTD.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized.

The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to expiration of the net operation loss carryforwards.

At December 31, 2025 and 2024 the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $ 12,014,660 and $ 8,468,983 respectively.

The change in the valuation allowance during the year ended 2025 was approximately $ 3,546,000 .

At December 31, 2025, the Company had federal net operation loss (NOL) carryforwards of approximately $ 34,811,000 .

At December 31, 2025, the Company had federal research and development credit carryforwards of approximately $ 434,000 .

The federal net operating loss carryforwards begin to expire in 2028, losses generated in 2018 or later of $ 34,811,000 will carry forward indefinitely.

The federal credit carryforwards begin to expire in 2045.

Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined.

The Company may be subject to the net operating loss utilization provision of Section 382 of the Internal Revenue Code.

The effect of an ownership change would be the imposition of an annual limitation of the use of NOL carryforwards attributable to periods before the change.

The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate.

Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited.

The Internal Revenue Code (the “IRC”) contains limitations on the use of net operating loss carryforwards after the occurrence of a substantial ownership change as defined by IRC Section 382.

The Company has not performed a detailed analysis, however utilization of such net operating loss carryforwards will likely be significantly limited due to the shares issued in the Primary Financing and the Merger.

The income tax benefit for the years ended December 31, 2024 and 2023 differed from the amounts computed by applying the US federal income tax rate of 21 % primarily because of the increase in the valuation allowance and the tax impact of other permanent items, which resulted in an effective tax rate of zero for both years.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns.

The Company has analyzed its tax positions and has concluded that as of December 31, 2025 there were no uncertain positions.

The Company’s U.S.

federal and state net operating losses have occurred since its inception in 2009 and as such, tax years subject to potential tax examination could apply from that date.

This is because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities.

Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision.

The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for the 12 months ended December 31, 2025 and 2024.

The Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures related to research and development activities and amortize over five years for U.S.

Under the TCJA, the Company had to capitalize the expenditures related to research and development activities and amortize over five years for U.S.

activities and 15 years for non-U.S.

activities using a mid-year convention.

Therefore, the capitalization of research and development costs in accordance with IRC 174 resulted in a gross deferred tax asset of $ 6,717,000 .

Therefore, the capitalization of research and development costs in accordance with IRC 174 resulted in a gross deferred tax asset of $ 6,717,000 as at December 31, 2024.

The One Big Beautiful Bill Act of 2025 (OBBBA) further amended IRC 174 by introduction IRC 174A allowing immediate deduction of R&D expenses for U.S.

activities from 2025 onwards, reversing the five-year amortization under the TCJA.

The OBBBA further provided the option of amending prior years’ returns (2022-2024) to deduct previously capitalized R&D expenses.

As of December 31, 2025, the Company does not intend to amend its prior year returns.

QUOIN PHARMACEUTICALS LTD.

7 unchanged sentences

No revenues have been received through December 31, 2025 from any of these agreements.

NOTE 17 - SUBSEQUENT EVENTS

Exercise of Warrants :

In January and February 2025, certain investors in the December 2024 Offering exercised (i) the remaining outstanding 11,212,666 December 2024 Pre-Funded Warrants, (ii) 320,000 Series F Warrants and 105,000 Series G Warrants, resulting in gross proceeds to the Company of approximately $ 192,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures