Quoin Pharmaceuticals Ltd ADR 2024年度报告

Commission File Number:001-37846 QUOIN PHARMACEUTICALSLTD.(Exact name of registrant as specified in its charter)State ofIsrael92-2593104(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)42127 Pleasant Forest CourtAshburn,VA20148-7349(Address of principal executive offices; Zip Code)Registrant’s telephone number, including area code: (703)980-4182Securities registered pursuant to Section12(b)of the Act: *Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securitiesand Exchange Commission. Securities registered or to be registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s voting equity held by non-affiliates, computed by reference to the closing price at which the AmericanDepositary Shares (“ADS”) were last sold on The Nasdaq Stock Market LLC as of June 30, 2024, the last business day of the registrant’s most recentlycompleted second fiscal quarter, was approximately $2.3million. The registrant has no non-voting common equity. As of March 10, 2025, the registrant had20,585,830ordinary shares, no par value per share, outstanding, and20,585,830ADSs outstanding (assumingall ordinary shares are represented by ADSs), with each ADS representing one (1) ordinary share. GENERAL INFORMATION Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 10-K (the“Annual Report”) to the terms “Quoin,” “Quoin Ltd.,” the “Company,” “us,” “we”, “our” and the “Registrant” refer toQuoin Pharmaceuticals Ltd., an Israeli company, and its consolidated subsidiaries. In this Annual Report, the U.S.Securities and Exchange Commission is referred to as the “SEC”, the Securities Act of 1933, as amended, is referred toas the “Securities Act” and the Securities Exchange Act of 1934, as amended, is referred to as the “Exchange Act.” CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTSAND SUMMARY OF RISK FACTORS Certain information included in this Annual Report may be deemed to be “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statementsare often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,”“estimate,” “continue,” “believe,” “s