Quoin Pharmaceuticals Ltd ADR 2025年度报告

Quoin Pharmaceuticals Ltd. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files). 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 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 internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 in the filing reflect the correction of an error to previously issuedfinancial statements.☐ 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,” “QuoinLtd.,” the “Company,” “us,” “we”, “our” and the “Registrant” refer to Quoin Pharmaceuticals Ltd., an Israeli company, and its consolidated subsidiaries. In this AnnualReport, the U.S. Securities and Exchange Commission is referred to as the “SEC”, the Securities Act of 1933, as amended, is referred to as the “Securities Act” and theSecurities Exchange Act of 1934, as amended, is referred to as the “Exchange Act.” Effective April 9, 2025, the ratio of American Depositary Shares (“ADSs”) evidencing our ordinary shares, no par value per share (“Ordinary Shares”), changed from 1ADS 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 theissued 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 this Annual Report, including our consolidated financial statements and the related notes, has beenretroactively adjusted to reflect the Ratio Change and the Reverse Split. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included in this Annual Report may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation ReformAct of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,”“anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections ofresults of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, andall statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occurin the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements onassumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developmentsand other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ mate