Quoin Pharmaceuticals, Ltd. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our ADSs are listed on The Nasdaq Capital Market, with each ADS representing 5,000 ordinary shares. Our ADSs were listed under the symbol “APOP” prior to the consummation of the Merger. In connection with the Merger, the ticker symbol for our ADSs changed to “QNRX” on October 29, 2021. Holders As of March 10, 2023, our ADSs were held by 81 holders of record, and our ordinary shares were held by 85 holders of record. Bank of New York Mellon (“BNY”) is the depositary for our ADR program, and Computershare Trust Company, N.A. is our transfer agent. The number of record holders was determined from the records of our depositary and transfer agent and does not include beneficial owners of ADSs or ordinary shares whose shares are held in the names of various securities brokers, dealers and registered clearing agencies. Dividends We have never declared or paid any dividends on our ordinary shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business. Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. The Companies Law imposes restrictions on our ability to declare and pay dividends. Equity Compensation Plan Table The information included in our Equity Compensation Plan Table under Item 12 of Part III of this Annual Report is hereby incorporated by reference into this Item 5 of Part II of the Annual Report. Recent Sales of Unregistered Securities Please see the disclosure under the headings “—Agreements with Altium Growth Fund, LP and Warrant Exercises” and “—Noteholder Warrant Exercises” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of transactions during the past three years involving sales of our securities that were not registered under the Securities Act. In addition, in August 2022, we issued 44,187 ADSs to one of the principals of Axella Research LLC (“Axella”), a provider of regulatory and pre- clinical/clinical services to us with respect to QRX003 and QRX004, to settle in full the outstanding liability to Axella for accrued fees under our consulting agreements with Axella. See Note 13 to Consolidated Financial Statements included in this Annual Report for a description of agreements with Axella. We believe that each of such issuances was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. No underwriter or underwriting discount or commission was involved in any such transaction. Issuer Purchases of Equity Securities For the three months ended December 31, 2022, we did not repurchase any of our ADSs or ordinary shares. Item 6. [Reserved] 44 Table of Contents